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File No. 70-9655
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3
TO
FORM U-1
DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Conectiv
Conectiv Energy Holding Company
Atlantic City Electric Company
ACE REIT, Inc.
Conectiv Atlantic Generation, LLC
Delmarva Power & Light Company
Conectiv Delmarva Generation, Inc.
800 King Street
Wilmington, DE 19899
(Name of company filing this statement
and address of principal executive offices)
Conectiv
(Name of top registered holding company parent)
Philip S. Reese
Vice President and Treasurer
Conectiv
(address above)
(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:
Peter F. Clark Joyce Koria Hayes, Esquire
General Counsel 7 Graham Court
Conectiv Newark, DE 19711
(address above)
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Table of Contents
Item 1. DESCRIPTION OF PROPOSED TRANSACTIONS
A. Introduction.
B. Background and Regulatory Environment
C. Transactions related to the capitalization of Conectiv Delmarva
Generation, Inc. ("CDG") and Conectiv Atlantic Generation, LLC ("CAG")
through the contribution of generating assets. Capitalization of ACE
REIT, Inc. ("ACE-REIT") through the contribution of CAG ownership
interests to ACE-REIT.
D. Dividend of common stock of CDG and ACE-REIT to Conectiv.
E. Approval of acquisition of CDG and ACE-REIT by CEH. Creation of
Conectiv Energy Holding Company ("CEH") and contribution of CDG and
ACE-REIT common stock to CEH. Determination that ACE-REIT is not a
utility holding company. Possible future activities of CEH.
F. Request for reservation of jurisdiction pending completion of the
record with respect to status of CDG and CAG as EWGs.
G. CEH Authority to acquire EWGs as an intermediary company.
H. Financing of CEH and financing of ACE-REIT, CAG, and CDG by CEH or
Conectiv.
1. CEH financing by Conectiv.
2. CDG, CAG, and ACE-REIT financing by CEH or Conectiv.
I. Authority for the acquisition of utility assets pursuant to a like-kind
exchange if at that time CDG is not an EWG.
J. Affiliate Transactions.
K. Authorization Period and Reporting.
L. Statement Pursuant to Rule 54.
Item 2. FEES, COMMISSION AND EXPENSES
Item 3. APPLICABLE STATUTORY PROVISIONS
Item 4. REGULATORY APPROVAL
Item 5. PROCEDURE
Item 6. EXHIBITS AND FINANCIAL STATEMENTS
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A. Exhibits
B. Financial Statements as of December 31, 1999.
Item 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS
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Item 6 of the Application/Declaration as previously amended is hereby amended
and restated as follows:
Item 6. Exhibits and Financial Statements.
(a) Exhibits:
A-1 Certificate of Organization of CDG*
A-2 Certificate of Organization of ACE-REIT*
A-3 Certificate of Organization of CAG*
B-1 Form of Asset Transfer Agreement between Delmarva and CDG
B-2 Form of Asset Transfer Agreement between ACE and CAG
D-1 Summary Order dated July 15, 1999 issued by the NJBPU removing
generating assets from regulatory oversight*
D-2 Application to VaSCC for Authority to Transfer Delmarva Generating
Assets under the Virginia Affiliates Act
D-3 Order of VaSCC authorizing implementation of restructuring (to be
filed by amendment)
D-4 Order of the VaSCC under the Virginia Affiliates Act authorizing
asset transfer (to be filed by amendment).
D-5 Application to FERC for approval of Transfer to an Affiliate*
D-6 FERC Order Authorizing Transfer
D-7 Application to FERC for Approval of Dividend out of Capital and
Affiliate Transactions.*
D-8 FERC Order authorizing Dividends out of Capital.
D-9 Application to the PaPUC for Authority to Transfer Delmarva
Generating Assets
D-10 PaPUC Order Authorizing Transfer (to be filed by Amendment)
D-11 Application to the VaSCC for Authority to Transfer Delmarva
Generating Assets pursuant to the restructuring
F Preliminary opinion of counsel (to be filed by amendment)
G Form of Federal Register notice*
H-1 List of Generating Assets to be transferred*
* filed previously
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SIGNATURE
Pursuant to the requirements of the Act, the undersigned companies have
duly caused this amended Application to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: June 2, 2000
Conectiv
Atlantic City Electric Company
Delmarva Power & Light Company
ACE REIT, Inc.
Conectiv Atlantic Generation, LLC
Conectiv Delmarva Generation, Inc.
Conectiv Energy Holding Company
By: /s/ Philip S. Reese
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Philip S. Reese
Vice President and Treasurer
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