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. 2)
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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
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$357,000,000 $71,400
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* 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
EXPLANATORY NOTE
This Amendment No. 2 is being filed solely to file as an Exhibit
to this Issuer Tender Offer Statement on Schedule 13E-4 the press release
issued by Conectiv on June 9, 1999.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended by adding the following exhibit thereto:
EXHIBIT
NO. DESCRIPTION
(a)(12) Press Release dated June 9, 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 9, 1999
EXHIBITS
EXHIBIT
NO. DESCRIPTION
(a)(12) Press Release dated June 9, 1999
NEWS RELEASE
[Conectiv LOGO]
Contact: Bob Marshall, Investor Relations, (302) 429-3114
CONECTIV ANNOUNCES PRELIMINARY RESULTS OF DUTCH AUCTION
SELF-TENDER OFFER
Wilmington, DE, June 9, -- Conectiv (NYSE: CIV and CIV.A) announced
today the preliminary results of its Dutch Auction self-tender offer that
expired Tuesday, June 8, 1999 at midnight, New York City time.
Based on a preliminary count by the depositary for the offer, Conectiv
expects to purchase approximately 14.6 million shares at $25.50 per share,
said John C. van Roden, Chief Financial Officer.
On May 11, 1999 the company announced that it planned to purchase 14
million shares, or about 13 percent of its outstanding common stock, at a
price to be determined within a range of $23.50 to $25.50 per share.
Based on the preliminary count, approximately 14.6 million shares were
tendered, including about 1.3 million shares as a result of the conversion
of Class A common stock. As permitted by applicable rules, Conectiv
decided to increase its offer in order to permit it to purchase the
additional tendered shares as well.
After the purchase of shares through the Dutch Auction self-tender, the
company will have about 87 million shares of its common stock outstanding
and about 5.8 million shares of its Class A common stock outstanding.
At the closing of the New York Stock Exchange on Tuesday, June 8, 1999
Conectiv common stock was trading at $24 13/16 per share and Conectiv Class
A common stock was trading at $38 per share.
Conectiv is a regional provider of vital services, emphasizing electric and
gas delivery, energy and telecommunications.
###www.conectiv.com###
