File No. 70-09573
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 1 to
FORM U-1
APPLICATION/DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
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Conectiv
Conectiv Solutions LLC
ATE Investment, Inc.
King Street Assurance Ltd.
800 King Street
Wilmington, DE 19899
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(Name of company filing this statement
and addresses of principal executive offices)
Conectiv
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(Name of top registered holding company parent)
Philip S. Reese
Treasurer
Conectiv
(address above)
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(Name and addresses of agents for service)
The Commission also is requested to send
copies of any communications in
connection with this matter to:
Judith A. Center, Esq. Peter F. Clark, Esq.
Kathleen A. Foudy, Esq. General Counsel Conectiv
William C. Weeden (address above)
Skadden, Arps, Slate, Meagher & Flom LLP Joyce Koria Hayes, Esq.
1440 New York Avenue, N.W. 17 Graham Court
Washington, D.C. 20005 Newark, DE 19711
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The Declaration as previously filed is hereby amended in the following
respects:
ITEM I: DESCRIPTION OF PROPOSED TRANSACTION
A. Introduction and Request for Commission Action
Section 6. should be deleted in its entirety and should be amended and
restated as follows:
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 Exempt Wholesale Generator ("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.
Conectiv complies with Rule 53(a) for the reason that the aggregate
investment in EWGs and FUCOs does not exceed 50% of Conectiv's retained earnings
for the four most recent quarterly periods on Conectiv's Form 10-K or Form 10-Q.
Conectiv and its subsidiaries will maintain books and records to identify the
investments in earnings from EWGs and FUCOs in which they directly or indirectly
hold an interest, thereby satisfying Rule 53(a)(2). The books and records of
each such entity will be kept in conformity with United States generally
accepted accounting principles ("GAAP"). The financial statements also will be
prepared according to GAAP. In addition, Conectiv undertakes to provide the
Commission access to such books and records and financial statements as the
Commission may request. Employees of Conectiv's domestic public-utility
companies will not render services, directly or indirectly, to any EWGs or FUCOs
in the Conectiv System, thereby satisfying Rule 53(a)(3).
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 System. Rule 53(a)(4) correspondingly will be satisfied. None of the
conditions described in Rule 53(b) exists with respect to Conectiv, thereby
satisfying Rule 53(b) and making Rule 53(c) inapplicable. Rule 53(d) also does
not apply.
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ITEM II. FEES, COMMISSIONS AND EXPENSES
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:
Fees of Conectiv Resource Partners, Inc...... $ 2,000
Fees of outside counsel...................... $ 16,500
Miscellaneous expenses....................... $ 2,000
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TOTAL........................................ $ 20,500
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EXHIBIT F-1
OPINION OF COUNSEL
February 7, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Conectiv SEC File No. 70-9573
Dear Sir or Madam:
As General Counsel of Conectiv, I have acted as counsel to Conectiv, a
Delaware corporation ("Conectiv"), in connection with the
Application/Declaration on Form U-1, as amended by Amendment No. 1 (the
"Amendment," filed concurrently herewith) (the "Application"), filed with the
Securities and Exchange Commission ("Commission") jointly by: Conectiv; Conectiv
Solutions, LLC (a wholly-owned subsidiary of Conectiv ("Solutions"); Solutions'
wholly-owned subsidiary ATE Investment, Inc., ("ATE"), and ATE's subsidiary,
King Street Assurance, Ltd., a company formed under the insurance laws of
Bermuda ("KSA") (each an "Applicant" and collectively the "Applicants"). By this
Declaration, Applicants request that the Commission authorize the expansion of
the risk management products offered by Conectiv to customers from the current
offering of heat, ventilating and air conditioning warranties to a selection of
additional insurance products for customers. Applicants also request
authorization to include surge protection and "whole house" appliance
protection, for KSA to reinsure a portion of the exposure under all these
programs and for KSA to provide reinsurance covering Conectiv system's
transmission and distribution lines and for general liability, workers'
compensation and other system risks (hereinafter referred to as the "Proposed
Transactions").
I am a member of the bar of the State of Delaware and the Commonwealth
of Virginia, the state in which Conectiv was incorporated and Solutions was
formed. I am not a member of the bar of the State of New Jersey (in which ATE is
incorporated), and am not qualified to practice law in Bermuda. I do not hold
myself out as an expert in the laws of any jurisdiction other than the State of
Delaware, although I have consulted and will consult with counsel to Conectiv
who are experts in such laws. For purposes of this opinion, to the extent I
deemed necessary, I have relied on advice from counsel employed by Conectiv who
is a member of the bar of the State of New Jersey and counsel retained by
Conectiv who are qualified to practice law in Bermuda.
In connection with this opinion, I, or attorneys in whom I have
confidence, have examined originals or copies, certified or otherwise identified
to my satisfaction, of such records of Conectiv and such other documents,
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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
or they 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 relied, when
relevant facts were not independently established, upon statements contained in
the Application.
The opinions expressed below in respect of the proposed issuance of
securities are subject to the following assumptions, qualifications,
limitations, conditions and exceptions:
(a) The Commission shall have duly entered an appropriate order or
orders granting and permitting the Application, as amended by
the Amendment, to become effective under the Act and the rules
and regulations thereunder and the Proposed Transactions are
consummated in accordance with Application as amended by the
Amendment.
(b) No act or event other than as described herein shall have
occurred subsequent to the date hereof which would change the
opinions expressed above.
Based on the foregoing, and subject to the assumptions and conditions
set forth herein, I am of the opinion that, in the event the Proposed
Transactions are consummated in accordance with the Application as amended by
Amendment:
1) All state laws applicable to the Proposed Transactions will
have been complied with;
2) The consummation of the Proposed Transactions will not violate
the legal rights of the holders of any securities issued by
any Applicant or any associate company thereof.
I hereby consent to the use of this opinion in connection with the
Application.
Very truly yours,
Peter F. Clark
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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: February 9, 2000
Conectiv
By: /s/ Philip S. Reese
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Treasurer
Conectiv Solutions LLC
By: /s/ Philip S. Reese
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Treasurer
ATE Investment, Inc.
By: /s/ Philip S. Reese
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Treasurer
King Street Assurance Ltd.
By: /s/ Philip S. Reese
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Treasurer
