Filed with the Securities and Exchange
Commission on May 5,1999
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
In the Matter of
CERTIFICATE
Conectiv and Atlantic City
Electric Company OF
File No. 70-9331 NOTIFICATION
(Public Utility Holding Company Act of 1935)
PURSUANT TO RULE 24
This Certificate of Notification is filed by Conectiv, a Delaware corporation
and a registered holding company under the Public Utility Holding Company Act
of 1935, as amended (the "Act") and Atlantic City Electric Company ("ACE"),
a New Jersey corporation and an operating public utility company, in
connection with the Form U-1 Application/Declaration (File No. 70-9331) as
amended, filed by Conectiv and ACE under the Act, requesting authority (1)
under Sections 6(a), 7, 12(c) and 12(d) of the Act and Rules 43, 44, 51, 54,
62 and 65 for ACE (a) to solicit proxies from the holders of its outstanding
shares of preferred stock for use at a special meeting of its stockholders
(the "Special Meeting") to be held on or about October 14, 1998 to consider
a proposed amendment to ACE's Agreement of Merger dated May 24, 1949 as
amended on April 8, 1952 (the "ACE Charter")and (b) to eliminate in its
entirety Paragraph 7(B)(c) of Article III of the ACE Charter, a provision
restricting the amount of securities representing unsecured indebtedness
issuable by ACE (hereinafter, the "Proposed Amendment"); (2) under Sections
9(a) and 10 and Rule 51 for Conectiv to purchase pursuant to tender offer,
shares of ACE preferred Stock and (3) under Section 12(c) and Rules 42 and 43
thereunder, for ACE to reacquire the shares from Conectiv. An order (the
"Order")was issued by the Securities and Exchange Commission ("Commission")
with respect to the proposed transactions on September 8, 1998.
The following transactions for which authorization was requested in the
Application/Declaration have been completed :
1. At the Special Meeting held on October 14, 1998, ACE's common and preferred
shareholders approved the Proposed Amendment;
2. On November 2, 1998, ACE filed a Certificate of Amendment with the State
of New Jersey, Department of Treasury, to remove in its entirety Paragraph
(7)(B)(c) of Article III from the ACE Charter; and
3. Conectiv purchased the below-listed shares of ACE preferred stock.
Preferred Stock Series # of Shares Purchased Price ($) # of Shares Remaining
4% 52,732 81.60 24,268
4.10% 51,496 83.50 20,504
4.35% 11,898 88.60 3,102
4.35% (2nd Series) 34,320 88.60 1,680
4.75% 41,369 96.75 8,631
5% 45,880 100.00 4,120
4. Conectiv sold all repurchased shares of ACE preferred stock to ACE at the
repurchase price plus expenses of sale. ACE retired all of the
repurchased shares.
The foregoing transactions as described above and in the Application/
Declaration have been carried out in accordance with the terms and conditions
of and for the purposes represented by the Application/Declaration and the
Order issued by the Commission with respect thereto.
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: May 5, 1999
ATLANTIC CITY ELECTRIC COMPANY
By: /s/ Louis M. Walters
Treasurer and Assistant Secretary
Dated: May 5, 1999
EXHIBIT INDEX
F-1 Opinion of Peter F. Clark, Esq.
F-2 Opinion of Pamela D. Joseph, Esq.
Exhibit F-1
April 30, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Conectiv
SEC File Number 70-9331
Dear Sir or Madam:
As General Counsel for Conectiv, a Delaware corporation
("Conectiv"), I have acted as counsel to Conectiv in connection with the
application/declaration on Form U-1 (File No. 70-9331), as amended by pre-
effective amendments No. 1 and 2 (hereinafter the "Application"), filed with
the Securities and Exchange Commission (the "Commission"), jointly by
Conectiv and Atlantic City Electric Company, a New Jersey corporation and
a direct operating utility subsidiary of Conectiv ("ACE").
The Application sought authorization under the Public Utility Holding
Company Act of 1935, as amended (the "Act"), for: (i) ACE to solicit
proxies from the holders of its outstanding shares of preferred stock; (ii)
ACE to amend its charter; (iii) Conectiv to make an offer to the holders of
certain series of ACE's outstanding preferred stock to acquire such shares
for cash; and (iv) Conectiv to sell to ACE any preferred stock so acquired at
Conectiv's purchase price, plus expenses (the "Transactions").
In connection with this opinion, I, or attorneys in whom I have
confidence, have examined the Application, the minutes of various meetings
of the Board of Directors of Conectiv, the laws of the State of Delaware, the
certificate of incorporation and bylaws of Conectiv, other originals or copies,
certified or otherwise identified to my satisfaction, of such records of
Conectiv and such other documents, certificates and corporate or other
records as I have deemed necessary or appropriate as a basis for the
opinions set forth herein. In my examination, I have assumed the
genuineness of all signatures, the legal capacity of all persons, the
authenticity of all documents submitted to me as originals, the conformity to
original documents of documents submitted to me as certified or photostatic
copies and the authenticity of the originals of such copies. As to various
questions of fact material to such opinions, I have, when relevant facts
were not independently established, relied upon statements contained in the
Application.
Securities and Exchange Commission
April 30, 1999
Page Two
Based on the foregoing and subject to the assumptions, qualifications,
limitations, conditions and exceptions set forth herein, I am of the opinion
that:
(a) All laws of the State of Delaware applicable to the
Transactions have been complied with by Conectiv, but I
express no opinion as to the need to comply with state blue
sky laws and express no opinion on the laws of any state
except Delaware;
(b) Conectiv lawfully acquired the shares of ACE's preferred
stock purchased, which it then resold to ACE; and
(c) The consummation of the Transactions by Conectiv did
not violate the legal rights of the holders of any securities
issued by Conectiv or any associate company Conectiv; and
(d) The Transactions have been carried out in accordance
with the Application.
I hereby consent to the use of this opinion in connection with the
Application.
Very truly yours,
/s/ Peter F. Clark
Peter F. Clark
800 King Street
Wilmington, DE 19801
(302) 429-3765
Exhibit F-2
April 30, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Atlantic City Electric Company
SEC File Number 70-9331
Dear Sir or Madam:
I have acted as counsel to Atlantic City Electric Company ("ACE"), a
New Jersey corporation and a direct operating utility subsidiary of Conectiv,
a Delaware corporation ("Conectiv"), in connection with the
application/declaration on Form U-1 (File No. 70-9331), as amended by pre-
effective Amendments No. 1 and 2 (hereinafter the "Application"), filed
with the Securities and Exchange Commission (the "Commission"), jointly
by ACE and Conectiv.
The Application sought authorization under the Public Utility Holding
Company Act of 1935, as amended (the "Act"), for: (i) ACE to solicit
proxies from the holders of its outstanding shares of preferred stock; (ii)
ACE to amend its charter; (iii) Conectiv to make an offer to the holders of
certain series of ACE's outstanding preferred stock to acquire such shares
for cash; and (iv) Conectiv to sell to ACE any preferred stock so acquired at
Conectiv's purchase price, plus expenses (the "Transactions").
In connection with this opinion, I, or attorneys in whom I have
confidence, have examined the Application, the minutes of various meetings
of the Board of Directors of ACE, the laws of the State of New Jersey, the
certificate of incorporation and bylaws of ACE, other originals or copies,
certified or otherwise identified to my satisfaction, of such other records of
ACE and such other documents, certificates and corporate or other records
as I have deemed necessary or appropriate as a basis for the opinions set
forth herein. In my examination, I have assumed the genuineness of all
signatures, the legal capacity of all persons, the authenticity of all
documents submitted to me as originals, the conformity to original
documents of documents submitted to me as certified or photostatic copies
and the authenticity of
Securities and Exchange Commission
April 30, 1999
Page Two
the originals of such copies. As to various questions of fact material to
such opinions, I have, when relevant facts were not independently
established, relied upon statements contained in the Application.
Based on the foregoing and subject to the assumptions, qualifications,
limitations, conditions and exceptions set forth herein, I am of the opinion
that:
(a) All laws of the State of New Jersey applicable to the
Transactions have been complied with by ACE, but I express
no opinion as to the need to comply with state blue sky laws
and express no opinion on the laws of any state except New
Jersey;
(b) As the issuer of the shares of preferred stock acquired
by Conectiv and then sold to and retired by ACE, ACE is validly
organized and dully existing in the State of New Jersey;
(c) ACE lawfully acquired from Conectiv the shares of its
preferred stock purchased by Conectiv; and
(d) The consummation of the Transactions by ACE did not
violate the legal rights of the holders of any securities issued by
ACE or any associate company thereof;
(e) The Transactions have been carried out in accordance
with the Application.
I hereby consent to the use of this opinion in connection with the
Application.
Very truly yours,
/s/ Pamela D. Joseph
Pamela D. Joseph
