<PAGE> 1
Filed with the Securities
and Exchange Commission
on March 30, 1999
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
In the Matter of INTERIM CERTIFICATE
Conectiv and Subsidiaries OF
File No. 70-9095 NOTIFICATION
(Public Utility Holding Company PURSUANT TO RULE 24
Act of 1935)
This Certificate of Notification is filed by Conectiv, a Delaware
corporation, pursuant to Rule 24 (17 C.F.R. Section 250.24). Such filing is made
in connection with Conectiv's Form U-1 Application-Declaration, as amended (the
"Application-Declaration"), and authorized by the order (the "Order") of the
Securities and Exchange Commission (the "Commission") dated February 26,1998, in
the above- referenced file. The Order directed that Conectiv file with the
Commission quarterly certificates pursuant to Rule 24 within 60 days after each
of the first three calendar quarters and within 90 days after the last calendar
quarter. This certificate reports transactions from the period October 1, 1998
through December 31, 1998. Capitalized terms not otherwise defined herein have
the meaning ascribed in the Application-Declaration.
1. Conectiv Common Stock issued during period (new issue shares only):
None
2. Conectiv Common Stock issued pursuant to dividend reinvestment plans and
Common Stock and options issued pursuant to benefit plans:
<TABLE>
<CAPTION>
Common Stock
0f Shares Issued #0f Shares Issued During Period Cumulative #
- ---------------- ------------------------------- ------------
<S> <C> <C>
Dividend Reinvestment 0 0
Employee Benefit Plans 0 0
</TABLE>
During the period there were no awards of stock options and no shares of
restricted stock issued under the Conectiv Incentive Compensation Plan. There
was no distribution of Conectiv shares during the period under the Conectiv
Incentive Compensation Plan or the Delmarva Long-Term Incentive Plan. To date
awards under the employee benefit plans include 1,039,000 stock options and
52,700 shares of restricted stock.
<PAGE> 2
Note: Cumulative shares issued for dividend reinvestment plans cannot exceed 5
million shares; cumulative shares issued for employee benefit plans cannot
exceed 5 million shares.
3. Conectiv Common Stock issued for acquisitions:
<TABLE>
<CAPTION>
#0f Shares Issued During Period Value per Share Restricted (Y/N)
- ------------------------------- --------------- ----------------
<S> <C> <C>
0 N/A N/A
</TABLE>
4. Conectiv Long-Term Debt issued during period:
None
Aggregate long-term debt financing by Conectiv cannot exceed $250 million.
5. Short-Term Debt issued by Conectiv and Delmarva during period:
<TABLE>
<CAPTION>
Balance Balance at Period-End Weighted Average Cost Highest Daily
- ------- --------------------- --------------------- -------------
<S> <C> <C> <C>
Conectiv $339,000,000 6.02% $339,000,000
Delmarva 21,700,000 5.01% 87,500,000
</TABLE>
Note: The aggregate daily balance of Conectiv and Delmarva cannot exceed $800
million per SEC order dated November 13, 1998; Delmarva's daily balance cannot
exceed $275 million.
6. Interest rate risk management transactions during period by Conectiv and/or
Utility Subsidiaries:
No activity.
7. Utility Subsidiary financings during period:
Delmarva: See Item 5 above.
Atlantic: Pursuant to the SEC Order dated September 8, 1998, Atlantic City
Electric Company formed a special purpose subsidiary, Atlantic Capital II, for
the purpose of issuing preferred securities and investing the proceeds in Junior
Subordinated Debentures issued by Atlantic Electric pursuant to the order of the
New Jersey Board of Public Utilities and Rule 52. On November 4, 1998, Atlantic
Capital II issued $25,000,000 of 7 3/8% Cumulative Trust Preferred Capital
Securities which mature on November 4, 2028.
Note: Short-term and long-term financings by Atlantic Electric are exempt
pursuant to Rule 52; long-term financings by Delmarva are exempt pursuant to
Rule 52.
8. Non-utility financing during period not exempt pursuant to Rule 52:
None.
<PAGE> 3
9. Guarantees issued by Conectiv and Non-utility Subsidiaries during period:
<TABLE>
<CAPTION>
ISSUER OF GUARANTEE ISSUED ON BEHALF OF AMOUNT TYPE OF GUARANTEE
------------------- ------------------- ------ -----------------
<S> <C> <C> <C>
Conectiv Conectiv/CNE $240,000 Guarantee of payments
Energy Services
</TABLE>
As of the end of the period total guarantees by Conectiv are $72,274,075 and
total guarantees by Non-Utility Subsidiaries are $5,501,957.
Note: Guarantees by Conectiv cannot exceed $350 million; guarantees by
Non-utility Subsidiaries cannot exceed $100 million.
10. Borrowings from System Money Pool during period:
Borrowings by individual Non-Utility Subsidiaries did not exceed $25 million at
any point during the period and are reported on Form U-6B-2 filed
contemporaneously herewith.
11. Forms U-6B-2 filed with Commission during period:
<TABLE>
Filing Entity Date of Filing
- ------------- --------------
<S> <C>
Conectiv Resources Partners, Inc. March 30, 1999
ATE Investment March 30, 1999
Conectiv Services, Inc. March 30, 1999
Atlantic Energy Enterprises, Inc. March 30, 1999
Conectiv Communications March 30, 1999
Conectiv Solutions LLC March 30, 1999
Delmarva Energy Company March 30, 1999
</TABLE>
12. Financial Statements
- Conectiv Balance Sheet (Incorporated by reference to the filing
of Conectiv on Form 10-K for the period ended December 31, 1998)
- Delmarva Balance Sheet (Incorporated by reference to the filing
of Delmarva on Form 10-K for the period ended December 31, 1998)
13. Registration Statements filed pursuant to the Securities Act of 1933:
-Atlantic Capital II S-3/A Filed 10/22/98
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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 Certificate of
Notification to be signed on their behalf by the undersigned thereunto duly
authorized.
The signatures of the applicants and of the persons signing on their
behalf are restricted to the information contained in this application which is
pertinent to the application of the respective companies.
Conectiv
Delmarva Power & Light Company
Conectiv Resource Partners, Inc.
Conectiv Energy Supply, Inc.
Delmarva Capital Investments, Inc.
Conectiv Services, Inc.
DCI I, Inc.
DCI II, Inc.
DCTC-Burney, Inc.
Conectiv Operating Services Company
Conectiv Solutions, LLC
Conectiv Plumbing, LLC
Atlantic City Electric Company
Atlantic Generation, Inc.
Atlantic Southern Properties, Inc.
ATE Investment, Inc.
Conectiv Thermal Systems, Inc.
Binghamton General, Inc.
Binghamton Limited, Inc.
Pedrick General, Inc.
Vineland Limited, Inc.
Vineland General, Inc.
ATS Operating Services, Inc.
The Earth Exchange, Inc.
March 30, 1999 /s/ L. M. Walters
-----------------
L. M. Walters
Treasurer
