SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4/A
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934)
(Amendment No. 3)
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CONECTIV
(NAME OF ISSUER)
CONECTIV
(NAME OF PERSON(S) FILING STATEMENT)
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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
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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
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MAY 11, 1999
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR
GIVEN TO SECURITY HOLDERS)
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CALCULATION OF FILING FEE
===========================================================================
TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$360,336,114 $72,068 (1)
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* Calculated solely for purposes of determining the filing fee, based
upon the purchase of 14,130,828 shares at the maximum tender offer
price per share of $25.50
(1) Includes an additional filing fee of $668 due to an increase in the
number of shares purchased.
[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. 3 (the "Amendment") amends the Issuer Tender Offer
Statement on Schedule 13E-4 filed May 11, 1999, as amended (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, as amended (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.
The Amendment constitutes the final amendment required by Rule
13e-4(c)(3) promulgated under the Securities Exchange Act of 1934, as
amended.
Terms used but not defined herein are used as defined in the Offer to
Purchase.
ITEM 1. SECURITY AND ISSUER
Item 1 is hereby amended by adding the following paragraphs at the end
thereof:
The Offer expired at 12:00 midnight, New York City time, on
Tuesday, June 8, 1999. In accordance with the terms of the
Offer, the Company determined that the Purchase Price was $25.50
per Share. According to the Depositary, a total of 14,130,828
Shares were validly tendered at or below the Purchase Price and
not withdrawn on or prior to the Expiration Date. The Company
will purchase at the Purchase Price (1) 14,000,000 Shares validly
tendered at the Purchase Price plus (2) an additional 130,828
Shares which constitute less than 2% of the outstanding Shares
(such purchase of the additional shares is permitted under Rule
13e-4 of the Exchange Act), for a total of 14,130,828 Shares,
including 1,330,978 Shares issuable upon the conversion of
831,877 shares of Class A Common Stock.
The Company began making payments representing the Purchase Price for
the Shares accepted for purchase pursuant to the Offer on June 14, 1999.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended by adding the following exhibit thereto:
EXHIBIT NO. DESCRIPTION
(a) (13) Press Release dated June 18, 1999
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/ John C. van Roden
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John C. van Roden
Senior Vice President and
Chief Financial Officer
Dated: June 18, 1999
EXHIBITS
EXHIBIT NO. DESCRIPTION
(a)(13) Press Release dated June 18, 1999.
EXHIBIT (a)(13)
CONECTIV ANNOUNCES FINAL RESULTS OF DUTCH AUCTION SELF-TENDER OFFER
Wilmington, DE, June 18, 1999 -- Conectiv (NYSE: CIV and CIV.A)
announced today the final results of its Dutch Auction self-tender offer
that expired on Tuesday, June 8, 1999.
Based on a final count by the depositary for the offer, Conectiv is
purchasing 14,130,828 shares at $25.50 per share, said John C. van Roden,
Conectiv's Chief Financial Officer.
On May 11, 1999 the company announced that it planned to purchase 14
million shares at a price to be determined within a range of $23.50 to
$25.50 per share. As permitted by applicable rules, Conectiv increased its
offer in order to permit the purchase of 130,828 additional shares
resulting in a total of 14,130,828 shares being purchased, including
1,330,978 shares issuable upon the conversion of 831,877 shares of Class A
Common Stock.
After the purchase of shares through the Dutch Auction self-tender,
the company will have about 87.8 million shares of its common stock
outstanding and about 5.7 million shares of its Class A common stock
outstanding.
Payment for shares accepted for purchase began on June 14, 1999, said
van Roden.
Conectiv is a regional provider of vital services, emphasizing
electric and gas delivery, energy and telecommunications.
### www.conectiv.com ###
