As filed with the Securities and Exchange Commission on December 28, 2000
File No. 070-09607
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 6
TO FORM U-1
APPLICATION/DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
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Conectiv
Delmarva Power & Light Company
Atlantic City Electric Company
800 King Street
Wilmington, DE 19899
(Name of companies filing this statement and addresses
of principal executive offices)
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Conectiv
(address above)
(Name of top registered holding company parent of declarant)
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Philip S. Reese
Treasurer
Conectiv
(address above)
(Name and addresses of agents for service)
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The Commission also is requested to send copies of any communications
in connection with this matter to:
John N. Estes III Peter F. Clark
Judith A. Center General Counsel
William C. Weeden Randall V. Griffin
Skadden, Arps, Slate, Meagher & Flom LLP Senior Counsel
1440 New York Avenue, NW Conectiv
Washington, D.C. 20005 (address above)
Item IV of the Application/Declaration is amended as follows:
IV. OTHER REGULATORY APPROVAL
The Transaction is subject to approval by other federal and
state agencies. On or about December 14, 1999, Conectiv and PECO filed
Pre-merger Notification and Report Forms with the Antitrust Division of the
Department of Justice ("DOJ") and the Federal Trade Commission (the "FTC")
pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended ("HSR Act"). On January 4, 2000, Conectiv and PECO received early
termination of the applicable waiting period under the HSR Act. On October
20, 2000, PECO merged with and became a subsidiary of Exelon, a registered
holding company. As a result, PECO is deemed to have a new "ultimate parent
entity" for purposes of the HSR Act, and this requires Conectiv and PECO to
file a new Pre-Merger Notification and Report Forms with the DOJ and FTC.
Conectiv and PECO have made this filing and the applicable waiting period
was terminated on December 5, 2000.
The FERC has approved the Transaction. In addition, the PaPUC
has approved the purchase by PECO of interests of ACE and DPL. The VSCC has
reviewed the Transaction in the broader context of considering an overall
plan for the functional separation of generation, transmission and
distribution activities and has approved of the Transaction. The NJBPU must
approve the sale of ACE's interest in Peach Bottom. It issued its approval
on July 21, 2000. Copies of all of these applications and orders are
attached as exhibits.
The Nuclear Regulatory Commission ("NRC") approved the Transac
tion on April 21, 2000. This approval was granted based on the assumption
that the transfers by DPL and ACE would close simultaneously. On October
10, 2000, requests were filed with the NRC seeking, among other things,
permission to transfer DPL's interests in Peach Bottom prior to the
transfer of ACE's interests. The change in ownership of PECO through its
acquisition by Exelon Corporation also was subject to NRC review. The NRC
staff required a public notice and 30-day comment period in connection with
the requested changes. The comment period expired on December 27, 2000, and
on that date the NRC issued a separate order approving the transfer under
the altered circumstances, including, as noted by the NRC, the change in
the ownership of PECO through its acquisition by Exelon Corporation. A copy
of NRC's order is attached as an exhibit to this amendment to the
Application/Declaration.
Except as stated above, no state or federal regulatory agency
other than the Commission under the Act has jurisdiction over the
Transaction.
Item VI. A. of the Application/Declaration is amended as follows and
Exhibit D-14 is filed herewith:
VI. EXHIBITS AND FINANCIAL STATEMENTS
A. EXHIBITS
A-1 Not Applicable
B-1 Purchase Agreement By And Among Atlantic City Electric Company, PECO
Energy Company and PSEG Power LLC, Dated as of September 27, 1999
(previously filed)
B-2 Purchase Agreement By And Among Delmarva Power & Light Company,
PECO Energy Company and PSEG Power LLC, Dated as of September 27,
1999 (previously filed)
B-3 Amendment to Purchase Agreement By And Among Atlantic City Electric
Company, PECO Energy Company and PSEG Power LLC, Dated as of
October 3, 2000.(previously filed)
B-4 Amendment to Purchase Agreement By And Among Delmarva Power &
Light Company, PECO Energy Company and PSEG Power LLC, Dated as of
October 3, 2000.(previously filed)
C-1 Not Applicable
D-1 NJ State Application (previously filed)
D-2 NJ State Order (previously filed)
D-3 PA State Application (previously filed)
D-4 PA State Order (previously filed)
D-5 VA State Application (previously filed)
D-6 VA State Order (previously filed)
D-7 FERC Application (previously filed)
D-8 FERC Order (previously filed)
D-9 NRC Application (previously filed)
D-10 NRC Order (previously filed)
D-11 FTC Hart-Scott-Rodino Application (previously filed)
D-12 FTC Hart-Scott-Rodino Approval (previously filed)
D-13 NRC Application (previously filed)
D-14 NRC Supplemental Order
E-1 Not Applicable
F-1 Opinions of Counsel (previously filed)
G-1 Not Applicable
H-1 Not Applicable
I-1 Proposed Form of Notice (previously filed)
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
SIGNATURE
Pursuant to the requirements of the Act, the undersigned
companies have duly caused this amended Application/Declaration to be
signed on its behalf by the undersigned hereunto duly authorized.
Dated: December 28, 2000
Conectiv
/s/ Philip S. Reese
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By: /s/ Philip S. Reese
Title: Treasurer
Delmarva Power & Light Company
/s/ Philip S. Reese
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By: /s/ Philip S. Reese
Title: Treasurer
Atlantic City Electric Company
/s/ Philip S. Reese
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By: /s/ Philip S. Reese
Title: Treasurer
