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File No. 70-9095
As Filed with the Securities and
Exchange Commission on December 19, 2000
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 12
To
FORM U-1
DECLARATION
UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
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<TABLE>
<CAPTION>
CONECTIV
<S> <C>
ACE REIT, INC. CONECTIV OPERATING SERVICES COMPANY
ATE INVESTMENT, INC. CONECTIV RESOURCE PARTNERS, INC.
ATS OPERATING SERVICES, INC. CONECTIV SERVICES, INC.
ATLANTIC CITY ELECTRIC COMPANY CONECTIV SOLUTIONS LLC.
ATLANTIC GENERATION, INC. CONECTIV THERMAL SYSTEMS, INC.
ATLANTIC JERSEY THERMAL SYSTEMS, INC. DCI I, INC.
ATLANTIC SOUTHERN PROPERTIES, INC. DCI II, INC.
BINGHAMTON GENERAL, INC. DCTC-BURNEY, INC.
BINGHAMTON LIMITED, INC. DELMARVA CAPITAL INVESTMENTS, INC.
CONECTIV ATLANTIC GENERATION, L.L.C. DELMARVA POWER & LIGHT COMPANY
CONECTIV COMMUNICATIONS, INC. DELMARVA SERVICES COMPANY
CONECTIV DELMARVA GENERATION, INC. KING STREET ASSURANCE LTD.
CONECTIV ENERGY HOLDING COMPANY PEDRICK GEN., INC.
CONECTIV ENERGY SUPPLY, INC. VINELAND LIMITED, INC.
CONECTIV MID-MERIT, INC. VINELAND GENERAL, INC.
</TABLE>
800 King Street
Wilmington, DE 19899
CONECTIV PLUMBING, L.L.C.
621 Chapel Avenue
Cherry Hill, NJ 08034
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(Names of companies filing this statement and address of principal
executive offices)
Conectiv
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(Name of top registered holding company parent)
Philip S. Reese
Vice President and Treasurer
Conectiv
(address above)
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(Name and address of agent of service)
The Commission is requested to send copies of all notices, orders and
communications in connection with this Application to:
<TABLE>
<S> <C> <C>
Peter F. Clark, Esquire Joyce Koria Hayes, Esquire Judith A. Center, Esquire
Vice President and 7 Graham Court William C. Weeden
General Counsel Newark, DE 19711 Skadden, Arps, Slate,
Conectiv Meagher, & Flom LLP
(address above) 1440 New York Avenue, N.W.
Washington, D.C. 20005
</TABLE>
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Item 1. Description of Proposed Transactions
(a) Furnish a reasonably detailed and precise description of the proposed
transaction, including a statement of the reason why it is desired to consummate
the transaction and the anticipated effect thereof. If the transaction is part
of a general program, describe the program and its relation to the proposed
transaction.
A. BACKGROUND
Conectiv, a Delaware corporation, previously was authorized under
Section 9(a)(2) of the Public Utility Holding Company Act of 1935, as amended
(the "Act"), to consummate certain transactions resulting in the acquisition by
Conectiv of all of the outstanding common stock of Delmarva Power & Light
Company, a Delaware and Virginia corporation and an operating public utility
company providing electric service in Delaware, Maryland and Virginia and
natural gas service in northern Delaware ("Delmarva"), and of Atlantic City
Electric Company, a New Jersey corporation and an operating public utility
company providing electric service in southern New Jersey ("ACE") (ACE and
Delmarva, as well as two recently-formed public utility companies, Conectiv
Delmarva Generation, Inc. ("CDG") and Conectiv Atlantic Generation, L.L.C.
("CAG")(1), are collectively referred to as the "Utility Subsidiaries"), and of
certain direct and indirect nonutility subsidiaries ("Nonutility Subsidiaries").
Both Utility Subsidiaries and Nonutility Subsidiaries are referred to
collectively as "Subsidiaries". See HCAR No. 26832 dated February 25, 1998 (the
"Merger Order") in File No. 70-9069. Following the merger, Conectiv and its
Subsidiaries filed an Application/Declaration on Form U-1 in this File No.
70-9095 requesting authorization for financing transactions. Those financing
transactions were approved by Order dated February 26, 1998 (HCAR No. 26833) as
supplemented by Orders dated August 21, 1998 (HCAR No. 26907), September 28,
1998 (HCAR No. 26921), October 21, 1998 (HCAR No. 26930), November 13, 1998
(HCAR No. 26941), December 14, 1999 (HCAR No. 27111) and August 17, 2000 (HCAR
No. 27213) (the "Financing Orders").
Pursuant to the Financing Orders, during the period ending March 31,
2002, Conectiv is authorized, among other authorizations, to: 1) issue
short-term debt aggregating no more than $1.3 billion less any amount of
short-term debt issued by Delmarva under its authorization to issue up to $275
million of short-term debt; 2) issue up to $250 million of long-term debt with
the reservation of jurisdiction over an additional $750 million of long-term
debt(2); 3) issue common stock which, when combined with any long-term debt
issued, does not exceed $500 million in the aggregate(3); and 4) enter into
guarantees, obtain letters of credit, enter into expense agreements or otherwise
provide credit support to the obligations of Subsidiaries in an aggregate amount
not to exceed $350 million.
Financings authorized in the Financing Orders are subject to certain
limitations contained therein as follows:
i) Conectiv's consolidated common equity will be at least 20% of
its total consolidated capitalization ("Common Equity Ratio"),
as adjusted to reflect subsequent events that affect
capitalization;
ii) the effective cost of money on long-term debt securities will
not exceed 300 basis points over comparable term U.S. Treasury
securities and the effective cost of money on short-
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(1) Authorized pursuant to Commission Order in HCAR No. 27192; 70-9655 (the
"GENCO Order").
(2) If such reservation of jurisdiction is removed, the proceeds of any new
issuance of long-term debt exceeding $250 million must be used to reduce
short-term debt.
(3) Conectiv has issued $250 million of long-term debt pursuant to the Orders.
Conectiv may issue up to an additional $250 million of common stock and
long-term debt in aggregate.
<PAGE> 3
term debt securities will not exceed 300 basis points over the
comparable term London Interbank Offered Rate ("LIBOR");
iii) maturity of indebtedness will not exceed 50 years; and
iv) the underwriting fees, commissions, or similar remuneration
paid in connection with the issue, sale or distribution of a
security will not exceed 5% of the principal amount of the
financing.
The purpose of this filing is to request authorization for the
following:
- An extension of the effective period for all authorizations contained in
the Financing Orders through September 30, 2003 (the "Authorization
Period") and changes in certain authorizations as described below.(4)
- An increase in the amount of short-term debt that Conectiv is authorized to
have outstanding during the Authorization Period from $1.3 billion to $2.0
billion with Conectiv permitted to issue securities during the
Authorization Period so long as the Common Equity Ratio is at least 20%.
Such issuance by Conectiv would be exclusive of any short-term debt issued
by Delmarva.
- An increase in the amount of guarantees, letters of credit and other forms
of credit support that Conectiv can offer on behalf of the obligations of
Subsidiaries from $350 million to $1.5 billion and the addition of
obligations of non-affiliated third-parties to the obligations that may be
guaranteed.
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(4) Authorizations contained in the Financing Orders which are requested to be
extended but not amended include:
1) Conectiv's authority to issue up to 10 million shares of Common Stock
pursuant to employee benefit plans and the Conectiv Dividend
Reinvestment Plan.
2) Conectiv's authority to issue up to $500 million of Common Stock less
any long-term debt issued. Since Conectiv has issued $250 million of
long-term debt, authorization remains only to issue up to an additional
$250 million of common stock and long-term debt in aggregate.
3) Conectiv's and the Utility Subsidiaries' authority to enter into,
perform, purchase and sell financial instruments intended to manage the
volatility of interest rates.
4) Conectiv's authority to issue other securities subject to a reservation
of jurisdiction over the additional types of securities pending
completion of the record.
5) Delmarva's authority to issue up to $275 million of short-term debt and
the Utility Subsidiaries' authority to issue securities which are not
exempt subject to a reservation of jurisdiction over these additional
types of securities pending completion of the record.
6) Nonutility Subsidiaries' authority to issue securities which are not
exempt subject to a reservation of jurisdiction over the issuance of
additional types and amounts of securities that are not exempt under
Rule 52 (b) pending completion of the record.
7) Nonutility Subsidiaries' authority to provide credit support to each
other in an aggregate amount not to exceed $100 million.
8) Nonutility Subsidiaries' authority to change authorized capital stock
and to issue dividends out of capital without further authorization of
the Commission.
9) Authority of Subsidiaries to organize new corporations, trusts,
partnerships or other entities for the purpose of facilitating
financings.
10) Modification in the Common Equity Ratio condition to state that the
Common Equity Ratio would be at least 20%, as adjusted to reflect
subsequent events that affect capitalization.
11) Conectiv's authority to issue up to $750 million of long-term debt
subject to a reservation of jurisdiction. It is understood that the
proceeds from the issuance of up to $500 million of long-term debt
subject to the reservation of jurisdiction must be used to reduce
short-term debt. Including authorizations sought herein, the aggregate
debt that Conectiv would be permitted to have outstanding prior to the
removal of the reservation of jurisdiction would be $2.0 billion of
short-term debt plus $250 million of long-term debt previously issued.
If the reservation of jurisdiction is removed, the aggregate debt that
Conectiv could have outstanding would total $1.5 billion of short-term
debt and $1 billion of long-term debt for a total of $2.5 billion. In
addition, Delmarva would be authorized to have outstanding up to $275
million of short-term debt.
12) Conectiv's authority to make investments in Exempt Wholesale Generators
("EWGs") in an amount not to exceed $350 million.
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- The establishment of special purpose subsidiaries of CDG and CAG (the "New
Utility Subsidiaries") and the acquisition of utility property by CDG, CAG
and the New Utility Subsidiaries in an amount not to exceed $1 billion in
aggregate.
- The issuance of up to $1 billion of debt and equity securities in aggregate
by CDG, CAG and the New Utility Subsidiaries and participation in the
Conectiv System Money Pool by the New Utility Subsidiaries.
B. EXTENSION OF AUTHORIZATION PERIOD; INCREASE IN AUTHORIZED SHORT-TERM DEBT
FOR CONECTIV.
Conectiv herewith requests an extension of the Authorization Period to
September 30, 2003. Conectiv also requests an increase in the aggregate amount
of short-term debt at any one time outstanding to no more than $2 billion. The
$2 billion limitation would be exclusive of any short-term debt issued by
Delmarva. Delmarva would retain its authorization pursuant to the Financing
Orders to issue up to $275 million of short-term debt.
Under the Delaware, Maryland, Virginia and New Jersey electric industry
restructuring legislation and the implementing rules, Delmarva and ACE are
required to exit the business of generating electricity. To this end, Delmarva
and ACE entered into agreements to sell certain of their generation facilities
to third-parties. These sales originally were scheduled to close in 2000.
However, due to regulatory delays, the sales have not yet closed. It is
currently anticipated that sales of substantially all of Delmarva's generation
assets to third-parties and sales of all of ACE's generation assets to
third-parties will be delayed to 2001. It is possible, however, that the sales
will be further delayed or modified.
At a date after ACE closes on the sales of its generation assets, it
is expected that debt will be issued by a special purpose subsidiary of ACE and
secured by regulatory assets created under the New Jersey Electric Discount and
Energy Competition Act ("Securitized Debt"). The Securitized Debt will be issued
pursuant to an order of the New Jersey Board of Public Utilities and an order of
this Commission pursuant to an application to be filed later.
The primary use of the funds from the sales of the generation
facilities and the issuance of the Securitized Debt is planned to be short-term
and long-term debt reduction, equity repurchase and new investments. The
continued uncertainty of the timing of the receipt of these funds combined with
the need to fund the ongoing operations of Conectiv and the Subsidiaries require
an increase in the authorization for short-term debt. Therefore, Conectiv
requests Commission authorization to issue up to $2 billion of short-term debt
during the Authorization Period.
Types of short-term debt securities will include, but not be limited
to, borrowings under one or more revolving credit facilities, commercial paper,
short-term notes and bid notes. Interest rates on short-term debt will be
comparable to interest rates on debt with like terms and maturities issued by
companies with similar credit ratings, and in any case will not exceed 300 basis
points over the comparable term LIBOR rate. The maturity of any short-term debt
issued will not exceed 364 days. All short-term debt will be unsecured, ranking
pari passu with other unsecured debt of Conectiv. Further, Conectiv asserts that
no issuance of short-term debt would be undertaken that would result in the
Common Equity Ratio declining to a level below 20%.
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C. INCREASE IN THE AUTHORIZATION FOR CONECTIV GUARANTEES AND OTHER CREDIT
SUPPORT MECHANISMS.
Authorization is requested for Conectiv to enter into guarantees,
obtain letters of credit, enter into support or expense agreements or otherwise
provide credit support with respect to the obligations of the Subsidiaries as
may be appropriate to carry on in the ordinary course of their respective
businesses and to enter into guarantees of non-affiliated third parties
obligations in the ordinary course of Conectiv's business in an aggregate amount
up to $1.5 billion (the "Guarantee Limit"). Excluded from the Guarantee Limit
are obligations exempt pursuant to Rule 45. The issuance of any guarantees will
be subject to the limitations of the order issued pursuant to Rule 53(c)
authorizing Conectiv to invest up to $350 million in EWGs or Rule 58(a)(1), as
applicable. To the extent that any guarantees appear as short-term debt on
Conectiv's balance sheet, that debt also would be included in the short-term
debt limitation.
A portion of the guarantees proposed to be issued by Conectiv will be
in connection with the business of Conectiv Energy Supply, Inc. ("CESI"). CESI
conducts the power marketing and trading operations of the Conectiv System.
Conectiv may wish to provide credit support in connection with the trading
positions of CESI entered into in the ordinary course of CESI's energy marketing
and trading businesses. The provision of parent guarantees by holding companies
to affiliates in the generation and power marketing business is standard
business practice.
In addition, in order to finance a portion of its capital program,
Conectiv may enter into a financial transaction known as a "synthetic lease."
The synthetic lease affords off-balance sheet accounting treatment but permits
Conectiv to retain the tax benefits of ownership. In such an arrangement,
Conectiv would lease certain generation assets from a non-affiliated third-party
special purpose entity ("SPE") established to finance construction of the
generation facilities. The SPE would borrow on a short-term basis from a group
of lenders to fund construction and Conectiv would guarantee a portion of the
short-term debt of the SPE. Such guarantees would be included under the
Guarantee Limit.
Certain of the guarantees may be in support of obligations that are not
capable of exact quantification. In such cases, Conectiv will determine the
exposure under a guarantee for purposes of measuring compliance with the
Guarantee Limit by appropriate means including estimation of exposure based on
loss experience or potential payment amounts.
D. AUTHORIZATION FOR THE ACQUISITION OF UTILITY PROPERTY AND ESTABLISHMENT OF
NEW SUBSIDIARIES.
Pursuant to the GENCO Order, Delmarva contributed approximately 1,364
megawatts of net generating and related assets to CDG on July 1, 2000. On the
same date and pursuant to the GENCO Order, ACE transferred approximately 502
megawatts of net generating and related assets to CAG. CDG and CAG are utility
companies under the Act but are not subject to state regulation. Therefore,
Commission authorization is required for additional acquisitions of utility
property.
Conectiv requests authorization for the establishment of the New
Utility Subsidiaries and for CDG and CAG to directly, or indirectly through the
New Utility Subsidiaries, acquire up to an aggregate amount of $1 billion of
utility property during the Authorization Period. The authorization to use
special purpose subsidiaries of CDG or CAG is required to provide operating and
tax planning flexibility. The New Utility Subsidiaries may be corporations or
limited liability companies wholly owned by CDG or CAG, as appropriate.
<PAGE> 6
As Conectiv has discussed in previous filings with the Commission(5),
as the result of Delaware, Maryland, Virginia and New Jersey electric industry
restructuring legislation and implementing rules, Delmarva and ACE are required
to exit the business of generating electricity. It is Conectiv's intention to
retain and develop additional flexible, low-cost mid-merit generation to address
competitive opportunities in the Mid-Atlantic region. As part of this business
strategy, Conectiv has transferred the capacity described above to CDG and CAG,
and will pursue acquisition and development opportunities for additional CDG and
CAG generation. Such generation will be located within the region where Conectiv
currently operates and participates in the power supply business, and its
acquisition and development will fully comply with the requirements and
standards of Sections 9 and 10 of the Act.
E. FINANCING OF UTILITY PROPERTY AND PARTICIPATION BY NEW UTILITY SUBSIDIARIES
IN CONECTIV SYSTEM MONEY POOL.
Conectiv expects to fund the construction of new generating facilities
using internally generated funds and short-term debt until such time as
long-term debt may be issued. Authorization is requested 1) for Conectiv to fund
Conectiv Energy Holding Company ("CEH"), the subsidiary holding company formed
pursuant to the GENCO Order, 2) for CEH in turn to fund CDG and ACE REIT, Inc.
("ACE REIT"), an intermediate holding company and parent of CAG, 3) for ACE-REIT
to fund CAG and for CDG and CAG to fund any New Utility Subsidiary formed by
each through the issuance of debt or equity securities to and the acquisition of
the security by the respective parent company. The aggregate amount of financing
channeled down to CDG, CAG or the New Utility Subsidiaries (the companies making
the investment in the new generating facilities) will not exceed $1 billion.(6)
Any debt issued by CDG, CAG or the New Utility Subsidiaries will mature in
thirty years or less and will bear interest at a rate designed to approximate
the lender's cost of money.
Also, authorization is requested for the New Utility Subsidiaries to
participate in the Conectiv System Money Pool.
F. SUMMARY OF REQUESTED ACTION.
Conectiv requests that this Commission authorize:
- An extension of the Authorization Period through September 30, 2003 for all
authorities granted in the Financing Orders and amendment of certain
authorities as described below.
- An increase in the amount of short-term debt that Conectiv is authorized to
have outstanding during the Authorization Period from $1.3 billion to $2
billion with Conectiv permitted to issue securities during the
Authorization Period so long as the Common Equity Ratio is at least 20%.
Such issuance by Conectiv would be exclusive of any short-term debt issued
by Delmarva.
- An increase in the amount of guarantees, letters of credit and other forms
of credit support that Conectiv can offer on behalf of the obligations of
Subsidiaries from $350 million to $1.5 billion and the addition of
obligations of non-affiliated third-parties to the obligations that may be
guaranteed.
- The establishment of the New Utility Subsidiaries and the acquisition of
utility property by CDG, CAG and the New Utility Subsidiaries in an amount
not to exceed $1 billion in aggregate.
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5 See GENCO Order and HCAR No. 27213; 70-9095 (issued August 17, 2000).
6 Pursuant to the GENCO Order, CDG is authorized to issue up to $150 million
of equity or debt securities and CAG is authorized to issue up to $100
million of equity or debt securities. To consolidate all authorizations
related to financing of or by subsidiaries under one file, Conectiv
requests that increased authorization be approved in this file and that the
CDG and CAG financing portion of the GENCO Order be deemed replaced by the
order issued in this file.
<PAGE> 7
- The issuance of up to $1 billion of debt and equity securities in aggregate
by CDG, CAG and the New Utility Subsidiaries, the acquisition of such
securities by the respective parent (ACE-REIT or CEH), the issuance of a
like amount of securities by ACE-REIT or CEH to Conectiv and participation
in the Conectiv System Money Pool by the New Utility Subsidiaries.
G. DISCUSSION OF RULES 53 AND 54
Rule 54 promulgated under the Act states that in determining whether to
approve the issue or sale of a security by a registered holding company for
purposes other than the acquisition of an EWG or a Foreign Utility Company
("FUCO"), or other transactions by such registered holding company or its
subsidiaries other than with respect to EWGs or FUCOs, the Commission shall not
consider the effect of the capitalization or earnings of any subsidiary which is
an EWG or a FUCO upon the registered holding company system if Rules 53(a), (b),
or (c) are satisfied. As demonstrated below, such rules are satisfied.
By Order dated August 17, 2000, HCAR No. 27213 (the "August 17 Order"),
the Commission authorized Conectiv to invest up to $350 million ("EWG Project
Limit") in EWGs. Conectiv has no investments in FUCOs and does not propose to
make any investments in FUCOs. Conectiv is currently in compliance with the EWG
Project Limit, in that its current investment in EWGs as of September 30, 2000
equals approximately $79 million. Moreover, Conectiv will inform the Commission
of its investments in EWGs on an ongoing basis by filing with the Commission, as
required by the August 17 Order, quarterly certificates containing extensive
information specified in the August 17 Order concerning those investments. With
respect to the other requirements of Rule 53:
(i) Conectiv maintains books and records to identify investments in, and
earnings from, each EWG and FUCO in which it directly or indirectly holds an
interest.
(A) For each United States EWG in which Conectiv directly or indirectly
holds an interest:
(1) the books and records for such EWG will be kept in conformity
with United States generally accepted accounting principles ("GAAP");
(2) the financial statements will be prepared in accordance with
GAAP; and
(3) Conectiv directly or through its subsidiaries undertakes to
provide the Commission access to such books and records and financial statements
as the Commission may request.
(B) For each FUCO or foreign EWG which is a majority-owned subsidiary
of Conectiv:
(1) the books and records for such subsidiary will be kept in
accordance with GAAP;
(2) the financial statements for such subsidiary will be prepared
in accordance with GAAP; and
(3) Conectiv directly or through its subsidiaries undertakes to
provide the Commission access to such books and records and financial
statements, or copies thereof in English, as the Commission may request.
(C) For each FUCO or foreign EWG in which Conectiv owns 50% or less of
the voting securities, Conectiv directly or through its subsidiaries will
proceed in good faith, to the extent reasonable under the circumstances, to
cause:
<PAGE> 8
(1) such entity to maintain books and records in accordance with
GAAP;
(2) the financial statements of such entity to be prepared in
accordance with GAAP; and
(3) access by the Commission to such books and records and
financial statements (or copies thereof) in English as the Commission may
request and, in any event, will provide the Commission on request copies of such
materials as are made available to Conectiv and its subsidiaries. If and to the
extent that such entity's books, records or financial statements are not
maintained in accordance with GAAP, Conectiv will, upon request of the
Commission, describe and quantify each material variation therefrom as and to
the extent required by subparagraphs (a) (2) (iii) (A) and (a) (2) (iii) (B) of
Rule 53.
(ii) No more than 2% of Conectiv's domestic public utility subsidiary
employees will render any services, directly or indirectly, to any EWG or FUCO
in which Conectiv directly or indirectly holds an interest.
(iii) Conectiv, in connection with any Form U-1 seeking approval of EWG or
FUCO financing, will submit copies of such Form U-1 and every certificate filed
pursuant to Rule 24 with every federal, state or local regulator having
jurisdiction over the retail rates of the public utility companies in the
Conectiv holding company system. In addition, Conectiv will submit to each such
commission copies of any amendments to any Form U-1 seeking approval of EWG or
FUCO financing and any Rule 24 certificates required thereunder, as well as a
copy of Item 9 of Conectiv's Form U5S and Exhibits H and I thereof (commencing
with the Form U5S to be filed for the calendar year in which the authorization
therein requested is granted).
(iv) None of the provisions of paragraph (b) of Rule 53 render paragraph
(a) of that Rule unavailable for a transaction requiring Commission approval for
the issuance and sale of a security by Conectiv for purposes other than the
acquisition of an EWG or FUCO or other transactions by Conectiv or its
subsidiaries other than with respect to EWGs or FUCOs.
(A) Neither Conectiv nor any subsidiary of Conectiv having a book value
exceeding 10% of Conectiv's consolidated retained earnings is the subject of any
pending bankruptcy or similar proceeding.
(B) As stated previously, Conectiv is in complete compliance with the
August 17 Order, which dealt with the status of Conectiv's consolidated retained
earnings.
(C) Conectiv did not incur operating losses from direct or indirect
investments in EWGs and FUCOs in 1999 in excess of 5% of Conectiv's December 31,
1999 consolidated retained earnings.
(b) Describe briefly, and where practicable state the approximate amount of, any
material interest in the proposed transaction, direct or indirect, of any
associate company or affiliate of the applicant or any affiliate of any such
associate company.
Not applicable.
<PAGE> 9
(c) If the proposed transaction involves the acquisition of securities not
issued by a registered holding company or a subsidiary thereof, describe briefly
the business and property, present or proposed, of the issuer of such
securities.
Not applicable.
(d) If the proposed transaction involves the acquisition or disposition of
assets, describe briefly such assets, setting forth original cost, vendor's book
cost (including the basis of determination) and applicable valuation and
qualifying reserves.
Not applicable.
Item 2. Fees, Commissions and Expenses.
(a) The fees, commissions and expenses to be incurred, directly or indirectly,
by Conectiv or any associate company thereof in connection with the proposed
transactions are estimated as follows:
<TABLE>
<S> <C>
Fees of Conectiv Resource Partners, Inc...... $ *
Fees of outside counsel............ $ *
Miscellaneous expenses $ *
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TOTAL.............................. $ *
</TABLE>
* to be filed by amendment
(b) If any person to whom fees or commissions have been or are to be paid in
connection with the proposed transaction is an associate company or an affiliate
of the applicant or declarant, or is an affiliate of an associate company, set
forth the facts with respect thereto.
The financial statements and other portions of this declaration were prepared by
personnel of Conectiv Resource Partners, Inc., whose time will be charged to
Conectiv at cost as appropriate.
Item 3. Applicable Statutory Provisions
(a) State the sections of the Act and the rules thereunder believed to be
applicable to the proposed transaction. If any section or rule would be
applicable in the absence of a specific exemption, state the basis of
exemption.
Sections 6, 7 and 32 of the Act and Rules 53 and 54 of the Act are applicable to
the issuance of the additional short-term debt by Conectiv and to the guarantee
of the obligations of third-parties and the issuance of equity or debt
securities by CAG or CDG for which authorization is sought. Section 12(b) and
Rule 45 are applicable to the issuance of guarantees of Subsidiaries. Sections
9(a) and 10 are applicable to the acquisition of utility assets by CDG, CAG and
the New Utility Subsidiaries.
(b) If an applicant is not a registered holding company or a subsidiary
thereof, state the name of each public utility company of which it is an
affiliate, or of which it will become an affiliate as a result of the
proposed transactions, and the reasons why it is or will become such an
affiliate.
Not applicable.
<PAGE> 10
Item 4. Regulatory Approval.
(a) State the nature and extent of the jurisdiction of any State commission or
any Federal commission (other than the Securities and Exchange Commission)
over the proposed transaction.
No other regulatory agency has jurisdiction over the proposed transactions.
(b) Describe the action taken or proposed to be taken before any commission
named in answer to paragraph (a) of this item in connection with the
proposed transaction
Not applicable.
Item 5. Procedure.
(a) State the date when Commission action is requested. If the date is less
than 40 days from the date of the original filing, set forth the reasons
for acceleration.
Due to the need for increased financing flexibility early in the year 2001,
Conectiv requests expedited treatment and requests that the Commission issue and
publish not later than January 22, 2001, the requisite notice under Rule 23 with
respect to the filing of this Declaration. Conectiv further requests that such
notice specify a date not later than February 28, 2001 as the date after which
the Commission may issue an order granting this Application.
(b) State (i) whether there should be a recommended decision by a hearing
officer, (ii) whether there should be a recommended decision by any other
responsible officer of the Commission, (iii) whether the Division of
Corporate Regulation may assist in the preparation of the Commission's
decision, and (iv) whether there should be a 30-day waiting period between
the issuance of the Commission's order and the date on which it is to
become effective.
Conectiv waives a recommended decision by a hearing officer or other responsible
officer of the Commission; consents that the Staff of the Division of Investment
Management may assist in the preparation of the Commission's order; and requests
that there be no waiting period between the issuance of the Commission's order
and its effectiveness.
Item 6. Exhibits and Financial Statements.
(a) Exhibits:
A Not applicable
B Not applicable
C Not applicable
D Not applicable
E Not applicable
F Opinion of counsel (to be filed by amendment)
G Form of Federal Register notice
H - 1 Conectiv Capitalization and Cash Flow Forecast (filed
under request for confidential treatment) (to be filed by
amendment)
<PAGE> 11
(b) Financial Statements:
FS-1 Conectiv Consolidated Balance Sheet per books and proforma,
dated September 30, 2000.
FS-2 Conectiv Consolidated Income Statement per books and proforma
for the period ended September 30, 2000
FS-3 Conectiv Consolidated Financial Data Schedule
Item 7. Information as to Environmental Effects.
(a) Describe briefly the environmental effects of the proposed transaction in
terms of the standards set forth in Section 102(2)(C) of the National
Environmental Policy Act (42 U.S.C. 4312(2)(C)). If the response to this item is
a negative statement as to the applicability of Section 102(2)(C) in connection
with the proposed transaction, also briefly state the reasons for that response.
The Commission's action in this matter will not constitute major federal action
significantly affecting the quality of the human environment.
(b) State whether any other federal agency has prepared or is preparing an
environmental impact statement ("EIS") with respect to the proposed transaction.
If any other Federal agency has prepared or is preparing an EIS, state which
agency or agencies and indicate the status of that EIS preparation.
No other federal agency has prepared or is preparing an environmental impact
statement with regard to the proposed transactions.
<PAGE> 12
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act of 1935,
the undersigned companies have duly caused this Post-Effective Amendment No. 12
to Form U-1 to be signed on their behalf by the undersigned thereunto duly
authorized.
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<S> <C>
DATE: December 19, 2000 CONECTIV
ACE REIT, INC.
ATE INVESTMENT, INC.
ATS OPERATING SERVICES, INC.
ATLANTIC CITY ELECTRIC COMPANY
ATLANTIC GENERATION, INC.
ATLANTIC JERSEY THERMAL SYSTEMS, INC.
ATLANTIC SOUTHERN PROPERTIES, INC.
BINGHAMTON GENERAL, INC.
BINGHAMTON LIMITED, INC.
CONECTIV ATLANTIC GENERATION, L.L.C.
CONECTIV COMMUNICATIONS, INC.
CONECTIV DELMARVA GENERATION, INC.
CONECTIV ENERGY HOLDING COMPANY
CONECTIV ENERGY SUPPLY, INC.
CONECTIV MID-MERIT, INC.
CONECTIV OPERATING SERVICES COMPANY
CONECTIV PLUMBING, L.L.C.
CONECTIV RESOURCE PARTNERS, INC.
CONECTIV SERVICES, INC.
CONECTIV SOLUTIONS LLC
CONECTIV THERMAL SYSTEMS, INC.
DCI I, INC.
DCI II, INC.
DCTC-BURNEY, INC.
DELMARVA CAPITAL INVESTMENTS, INC.
DELMARVA POWER & LIGHT COMPANY
DELMARVA SERVICES COMPANY
KING STREET ASSURANCE LTD.
PEDRICK GEN., INC.
VINELAND LIMITED, INC.
VINELAND GENERAL, INC.
By: /s/Philip S. Reese
-----------------------------
Philip S. Reese
Vice President and Treasurer
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