<PAGE> 1
Filed with the Securities
and Exchange Commission
on March 30, 1999
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM U-6B-2
Certificate of Notification
Filed by a registered holding company or subsidiary thereof pursuant to
Rule U-20-(d) [Reg. Section 250.20, P. 36,652] or U-47 [Reg. Section 250.47, P.
36,620] adopted under the Public Utility Holding Company Act of 1935
Certificate is filed by: Conectiv and Subsidiaries
This certificate is notice that the above named company has issued, renewed
or guaranteed the security or securities described herein which issue, renewal
or guaranty was exempted from the provisions of Section 6(a) of the Act and was
neither the subject of a declaration or application on Form U-1 nor included
within the exemption provided by Rule U-48 [Reg. Section 250.48, P. 36,621].
1. Type of the security or securities ("draft," promissory note"): See
Schedule I.
2. Issue, renewal or guaranty: Common Stock and Long-Term Promissory Notes are
new issues. Short-Term Promissory Notes represent cash advances directly
from Conectiv. Money Pool Advances represent short-term borrowings from the
Conectiv System Money Pool.
3. Principal amount of each security: See Schedule I.
4. Rate of interest per annum of each security: See Schedule I
5. Date of issue, renewal or guaranty of each security: See Schedule I.
6. If renewal of security, give date of original issue: Not applicable.
7. Date of maturity of each security: See Schedule I.
8. Name of the person to whom each security was issued, renewed or guaranteed:
Short-term promissory notes are issued to Conectiv; Money Pool advances are
issued to Conectiv Resource Partners, Inc. as agent for the Conectiv Money
Pool
9. Collateral given with each security, if any: None.
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10. Consideration received for each security: For stock, consideration is par
value. For debt, consideration is principal amount.
11. Application of proceeds of each security: General corporate funds for use
in ordinary course of business.
12. Indicate by a check after the applicable statement below whether the issue,
renewal or guaranty of each security was exempt from the provisions of
Section 6(a) because of:
a) the provisions contained in the first sentence of Section 6(b):
b) the provisions contained in the fourth sentence of Section 6(b):
c) the provisions contained in any rule of the commission other than
Rule U-48: /x/
13. If the security or securities were exempt from the provisions of Section
6(a) by virtue of the first sentence of Section 6(b), give the figures
which indicate that the security or securities aggregate (together with all
other than outstanding notes and drafts of a maturity of nine months or
less, exclusive of days of grace, as to which such company is primarily or
secondarily liable) not more than 5 percentum of the principal amount and
par value of the other securities of such company then outstanding. (Demand
notes, regardless of how long they may have been outstanding, shall be
considered as maturing in not more than nine months for purposes of the
exemption from Section 6(a) or the Act granted by the first sentence of
Section 6(b). Not applicable.
14. If the security or securities are exempt from the provisions of Section
6(a) because of the fourth sentence of Section 6(b), name the security
outstanding on January 1, 1935, pursuant to the terms of which the security
or securities herein described have been issued. Not applicable.
15. If the security or securities are exempt from the provisions of Section
6(a) because of any rule of the Commission other than Rule U-48 [Reg. ss.
250.48, P. 36,621] designate the rule under which exemption is claimed.
Rule 52.
CONECTIV
By: /s/ Louis M. Walters
--------------------------
Louis M. Walters
Treasurer
Date: March 30, 1999
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Form U-6B-2
Schedule I
CONECTIV AND SUBSIDIARIES
QUARTER ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Issued during Quarter Balance at End of Quarter
--------------------- -------------------------
Installment Short-Term Money Pool
Company Common Stock Promissory Notes Debt(1)(3) Advances(2)(3)
- ------- ------------ ---------------- ---------- --------------
<S> <C> <C> <C> <C>
Conectiv Resources Partners, Inc. 0 0 $25,000,000 $12,199,711
ATE Investment, Inc. 0 0 5,000,000 11,118,825
Conectiv Services, Inc. 0 0 0 4,342,633
Atlantic Energy Enterprises, Inc. 0 0 0 6,368,762
Conectiv Communications, Inc. 0 0 37,712,134 0
Conectiv Solutions LLC 0 0 0 2,826,717
Delmarva Energy Company 0 0 0 10,185,119
</TABLE>
(1) Interest rate at end of quarter: 5.92%
(2) Interest rate at end of quarter: 5.92%
(3) Due on demand, but in no case later than 5/1/99
