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Filed with the Securities
And Exchange Commission
On January 6, 1999
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
In the Matter of INTERIM CERTIFICATE
Conectiv OF
File No. 70-9069
NOTIFICATION
(Public Utility Holding Company PURSUANT TO RULE 24
Act of 1935)
This Certificate of Notification pursuant to Rule 24 (18 C.F.R. Section
250.24) is filed by Conectiv, a Delaware corporation, in connection
with the following transactions proposed in Conectiv's Form U-1
Application-Declaration as amended by Amendments Nos. 1 through 4 and Post-
effective Amendments Nos. 1 and 2, (the "Application-Declaration") filed
under the Public Utility Holding Company Act of 1935, as amended (the
"Act"), and authorized by the order of the Securities and Exchange
Commission (the "Commission") dated February 25,1998 (the "Order")
in this file:
(1) On March 1, 1998, a Certificate of Merger, duly and validly filed
with the Secretaries of State of the State of Delaware and the
Commonwealth of Virginia on February 27, 1998, became
effective, thereby merging DS Sub, Inc. ("DS Sub") with and
into Delmarva Power & Light Company ("Delmarva"). Also, on March
1, 1998, Certificates of Merger duly and validly filed with the
Secretaries of State of the States of New Jersey and Delaware on
February 27, 1998, became effective, thereby merging Atlantic Energy, Inc.
("Atlantic") with and into Conectiv, Inc. On March 1, 1998, pursuant
to Section 102 (a) of the Delaware General Corporate Law,
Conectiv, Inc. changed its name to Conectiv. The merger of DS Sub
with and into Delmarva with Delmarva as the surviving corporation
and the merger of Atlantic with and into Conectiv, Inc. with
Conectiv Inc. as the surviving corporation, were effective March 1, 1998
and resulted in the acquisition by Conectiv Inc. of all issued and
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outstanding shares of common stock of: Delmarva; Atlantic City
Electric Company, a public utility company and formerly a
wholly owned subsidiary of Atlantic; Atlantic Enterprises, Inc.,
which will serve as a sub-holding company for certain
of the Conectiv system's non-utility companies and interests; and
Atlantic Energy International, Inc., a company formed to provide
utility consulting services and equipment sales to international
markets. On March 1, 1998, Conectiv Solutions LLC became a wholly
owned subsidiary of Conectiv after Atlantic's interest dissolved
with the consummation of the mergers and Delmarva's interest was
transferred to Conectiv;
(2) Upon the consummation of the mergers of DS Sub into Delmarva and
Atlantic into Conectiv on March 1, 1998, in accordance with the
Merger Agreement, each issued and outstanding share of Delmarva
common Stock was converted into the right to receive one share of
Conectiv Common Stock, and each issued and outstanding share of
Atlantic Common Stock was converted into the right to receive .75
of one share of Conectiv Common Stock and .125 of one share of
Conectiv Class A Common Stock effective March 1, 1998.
Conectiv issued Common Stock and Conectiv Class A Common Stock
in connection with such mergers pursuant to the Merger Agreement;
(3) On March 2, 1998, Delmarva paid a dividend to Conectiv consisting
of all issued and outstanding shares of capital stock of: (a)
Delmarva Services Company, a company which was formed to own and
finance an office building leased to affiliated companies and
which holds ownership of approximately 2.9% of the common stock of
Chesapeake Utilities Corporation, a publicly traded utility
company; (b) Delmarva Energy Company, a company engaged, directly
and through a subsidiary, in Rule 58 energy marketing activities;
(c) Conectiv Communications, Inc., an exempt telecommunications company
providing a full range of retail and wholesale telecommunications
services; (d) Delmarva Capital Investments, Inc., a sub-holding
company for a variety of unregulated investments; and (e) Conectiv
Services, Inc., a company providing, directly and through subsidiaries,
a wide range of energy-related goods and services to industrial,
commercial and residential customers;
(4) Conectiv acquired 1,000 shares of common stock of
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Conectiv Resource Partners, Inc., a company formed to serve as
the mutual service company for the Conectiv System, pursuant
to section 13 of Act. On March 1, 1998, Resource entered into
individual service agreements (in the form of Exhibit B to the
Application-Declaration) with Conectiv and its direct subsidiaries.
The transactions described in paragraphs 1 through 4 have been carried
out in accordance with the terms and conditions of, and for the
purposes requested in, the Application-Declaration, and in accordance
with the terms and conditions of the Order.
Filed herewith are conformed copies of the final opinions of counsel.
Capitalized terms used herein without definition have the meanings
ascribed to them in the Application-Direction.
This Certificate of Notification and the opinions of counsel
included herein as exhibits are applicable only to the merger-related
transactions described in the Application Direction, as herein defined.
Post-effective Amendments Nos. 3 and 4 in File No. 70-9069 request a
supplemental order and will be covered in certificates pursuant to
Rule 24 after the supplemental order is issued and the proposed
transactions are consummated.
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: January 6, 1999
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EXHIBIT INDEX
Exhibit
Number Exhibit
F-2.1 Past-Tense Opinion of Randall V. Griffin, Esq.
F-2.2 Past-Tense Opinion of Peter F. Clark, Esq.
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Exhibit F-2.1
January 6, 1999
Securities and Exchange Commission 450 Fifth
Street, N.W.
Washington, D.C. 20549
Re: Conectiv (File No. 70-9069)
Ladies and Gentlemen:
As Senior Counsel for Conectiv, a Delaware corporation
("Conectiv"), I have acted as counsel to Conectiv and
Atlantic Energy, Inc., a New Jersey corporation ("Atlantic")
with respect to the matters described in the application and
declaration, as amended by pre-effective amendments No. 1,
2, 3 and 4 and post-effective amendments No. 1 and 2 on Form
U-1 to the Securities and Exchange Commission (the
"Commission") filed by Conectiv (File No. 70-9069) (the
"Application"). The Application sought the Commission's
authorization under the Public Utility Holding Company Act
of 1935, as amended (the "Act"), for a series of
transactions (the "Transactions"). An order was issued by
the Commission approving the Application on February 25,
1998 (the "Order"). Post-effective amendments 3 and 4 to
the Application request a supplemental order and will be
covered in certificates pursuant to Rule 24 after the
supplemental order is issued and the proposed transactions
are consummated.
The Application sought approval for the merger of Atlantic
with and into Conectiv and the merger of DS Sub, Inc., a Delaware
corporation and a subsidiary of Conectiv ("DS Sub") with and into
Delmarva Power and Light Company, a Delaware and Virginia
corporation ("Delmarva"). The Application also sought approval for
a number related corporate actions, including:
(i) the acquisition by Conectiv of the gas
properties of Delmarva;
(ii) the continued operation of Delmarva as a
combination gas and electric utility company;
(iii) the acquisition by Conectiv of the nonutility activities,
businesses and investments of Delmarva and Atlantic; and
(iv) the designation of Conectiv Resource Partners, Inc. ("CRP")
as a subsidiary service company under the Act.
I or attorneys in whom I have confidence are familiar
with the nature and character of the proposed Transactions
and with the corporate proceedings taken by Conectiv,
Atlantic and CRP as described in the Application. I am a
member of the bar of the State of New Jersey, the state in
which Atlantic was incorporated and in which Atlantic City
Electric Company conducts most of its utility operations.
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In connection with this opinion, I have examined, or
caused to be examined the Application and various exhibits
thereto, the minutes of various meetings of the Board of
Directors of Atlantic, the laws of the State of New jersey,
the certificate of incorporation and bylaws of Atlantic and
such other documents as I deem necessary for the purpose of
this opinion. In such examination I have assumed the
genuineness of all signatures and the authenticity of all
documents submitted to me as originals and the conformity
with the originals of all documents submitted to me as
copies. As to various questions of fact material to such
opinions I have, when relevant facts were not independently
established, relied upon certificates of officers of
Atlantic and other appropriate persons and statements
contained in the Application and the exhibits thereto.
Based upon the foregoing and subject to the assumption
and condition set forth herein, I am of the opinion that:
1. All laws of the State of New Jersey applicable to
the proposed Transactions have been complied with;
2. Atlantic was validly organized and duly existing
prior to the completion of the Transactions; and
3. The shares of common stock of Atlantic City
Electric Company and its nonutility subsidiaries acquired
by Conectiv as a result of the merger of Atlantic with and
into Conectiv were legally acquired by Conectiv; and
4. The Transactions have been carried out in
accordance with the Application.
I hereby consent to the filing of this opinion
together with the Certificate of the Company filed pursuant
to Rule 24.
Very truly yours,
/s/ Randall V. Griffin
Randall V. Griffin
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Exhibit F-2.2
January 6, 1999
Securities and Exchange Commission 450 Fifth
Street, N.W.
Washington, D.C. 20549
Re: Conectiv (File No. 70-9069)
Ladies and Gentlemen:
As General Counsel for Delmarva Power & Light Company,
a Delaware and Virginia corporation ("Delmarva"), and Conectiv, a
Delaware corporation ("Conectiv"), I have acted as counsel to
Delmarva and Conectiv with respect to Conectiv's application and declaration,
as amended by pre effective amendments No. 1, 2, 3 and 4 and
post-effective amendments No. 1 and 2 on Form U-1 to the Securities
and Exchange Commission (the "Commission") in File No. 70-9069
(the "Application"). The Application sought the Commission's
authorization under the Public Utility Holding Company Act of 1935, as
amended (the "Act"), for a series of transactions (the "Transactions").
An order was issued by the Commission approving the Application on
February 25, 1998 (the "Order"). Post-effective amendments 3 and 4 to the
Application request a supplemental order and will be covered in
certificates pursuant to Rule 24 after the supplemental order is issued and
the proposed transactions are consummated.
The Application sought approval for the merger of Atlantic Energy,
Inc. ("Atlantic") with and into Conectiv and the merger of DS Sub,
Inc., a Delaware corporation and a subsidiary of Conectiv ("DS Sub"),
with and into Delmarva. The Application also sought approval for a
number of related corporate actions, including:
(i) the acquisition by Conectiv of the gas properties of Delmarva;
(ii) the continued operation of Delmarva as a combination
gas and electric utility company;
(iii) the acquisition by Conectiv of the nonutility activities,
businesses and investments of Delmarva and Atlantic; and
(iv) the designation of Conectiv Resource Partners, Inc. ("CRP")
as a subsidiary service company under the Act.
I or attorneys in whom I have confidence are familiar with the
nature and character of the Transactions and with the corporate proceedings
taken by Conectiv, Delmarva, DS Sub and CRP, as described in the Application.
I am a member of the bar of the State of Delaware, a state in
which Delmarva and Conectiv are incorporated (and the state in which DS
Sub was incorporated) and in which Delmarva
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conducts most of its utility operations. I am also a member of the bar of
the Commonwealth of Virginia, a state in which Delmarva is incorporated
and conducts utility operations. I am not a member of the bars of
the State of Maryland, a state in which Delmarva conducts utility operations,
or the Commonwealth of Pennsylvania, a state in which Delmarva owns
electric generating and related transmission facilities, and do not hold
myself out as an expert in the laws of such states, although I have
consulted with counsel to Delmarva who are expert in such laws. For
purposes of this opinion, I have relied on advice from counsel employed
or retained by Delmarva and Conectiv who are members of the bars of
the State of Maryland and the Commonwealth of Pennsylvania.
In connection with this opinion, I have examined, or caused to be
examined, the Application and various exhibits thereto, the minutes
of various meetings of the Boards of Directors of Conectiv,
Delmarva and DS Sub, the laws of the States of Delaware and Maryland
and of the Commonwealths of Virginia and Pennsylvania, the certificates
of incorporation and bylaws of Conectiv, Delmarva and DS Sub and such
other documents as I deem necessary for the purposes of this
opinion. In such examination, I have assumed the genuineness of all
signatures and the authenticity of all documents submitted to me as
originals and the conformity with the originals of all documents
submitted to me as copies. As to various questions of fact material
to such opinions, I have, when relevant facts were not independently
established, relied upon certificates of officers of Conectiv, Delmarva
and DS Sub and other appropriate persons and statements contained
in the Application and the exhibits thereto.
Based upon the foregoing and subject to the assumptions and
conditions set forth herein, I am of the opinion that:
1. All laws of the States of Delaware and Maryland and of the
Commonwealths of Virginia and Pennsylvania applicable to the proposed
Transactions have been complied with;
2. Delmarva and Conectiv are validly organized and duly existing.
DS Sub was validly organized and duly existing and has been merged
with and into Delmarva;
3. The shares of Conectiv Common Stock and Conectiv Class A Common
Stock issued in connection with the Transactions have been validly
issued and are fully paid and nonassessable, and the holders
thereof are entitled to the rights and privileges appertaining thereto
set forth in the Restated Certificate of Incorporation of Conectiv.
The shares of common stock of CRP issued to Conectiv in connection with the
establishment of CRP as a subsidiary of Conectiv have been validly issued
and are fully paid and nonassessable, and Conectiv, as the holder
thereof, is entitled to the rights and privileges appertaining thereto
set forth in the instrument of
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incorporation of CRP;
4. Conectiv has legally acquired (a) the shares of common stock
of Delmarva that it acquired as a result of the merger of DS Sub
with and into Delmarva, (b) the shares of common stock of
Atlantic City Electric Company ("ACE"), and the nonutility
subsidiaries of ACE that it acquired as a result of the merger of Atlantic
with and into Conectiv and (c) the shares of common stock of the
nonutility subsidiaries of Delmarva that it acquired as a result of the
dividend by Delmarva to Conectiv of all issued and outstanding shares
of common stock of these subsidiaries;
5. The consummation of the Transactions did not violate the
legal rights of the holders of any securities issued by Conectiv or any
associate company of Conectiv; and
6. The Transactions have been carried out in accordance with the
Application.
I hereby consent to the filing of this opinion together with the
Certificate of the Company filed pursuant to Rule 24.
Very truly yours,
/s/ Peter F. Clark
Peter F. Clark
