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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ATLANTIC CAPITAL II
(Exact name of registrant as specified in its Trust Agreement)
Delaware To be Applied For
(State of incorporation or organization) (I.R.S. Employer Identification No.)
800 King Street
Wilmington, Delaware 19899
(Address of principal executive offices, including zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class Name of each exchange on which
to be so registered each class is to be registered
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7-3/8% Cumulative Trust Preferred Capital
Securities (and the Guarantee with respect thereto) New York Stock Exchange
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If the Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act: None
The Commission respectfully is requested to send copies of all notices, orders
and communications to:
Louis M. Walters Kevin Stacey, Esquire
Atlantic City Electric Company Thelen, Reid & Priest, LLP
800 King Street 40 West 57th Street
Wilmington, Delaware 19899 New York, New York 10019
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The securities to be registered hereby are 7-3/8% Cumulative Trust
Preferred Capital Securities ("Preferred Securities"), of Atlantic Capital II, a
Delaware business trust. The Preferred Securities represent undivided beneficial
interest in the assets of Atlantic Capital II and are guaranteed by Atlantic
City Electric Company (the "Company"), a New Jersey corporation, to the extent
set forth in the form of the Guarantee Agreement by the Company to the Bank of
New York, as Guarantee Trustee (the "Guarantee"). The Guarantee is incorporated
by reference to Exhibit 4-D to the Registration Statement on Form S-3 of the
Company and Atlantic Capital II (Registration Nos. 333-63447 and 333-63447-01)
filed with the Securities and Exchange Commission (the "Commission") on
September 14, 1998 and amended by Amendment No. 1 thereto, filed with the
Commission on October 22, 1998. Such registration statement, as so amended (the
"Registration Statement"), became effective on October 23, 1998. The particular
terms of the Preferred Securities and Guarantee are described in the Prospectus,
dated October 23, 1998, filed with the Commission pursuant to Rule 424 of the
Securities Act of 1933, as amended, in connection with the Registration
Statement (the "Prospectus"). The Prospectus and the form of Guarantee are
incorporated by reference herein as set forth in Item 2 below.
Item 2. Exhibits.
The Preferred Securities described herein are to be registered on the
New York Stock Exchange, on which no other securities of Atlantic Capital II are
registered. Accordingly, the following Exhibits required in accordance with Part
II to the instructions as to Exhibits to Form 8-A have been duly filed with the
New York Stock Exchange. Each Exhibit was previously filed as indicated with the
Commission and is incorporated herein by reference.
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Exhibit
Number Description and Method of Filing
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1(a) The Prospectus Filed pursuant to Rule 424 in connection
with the Registration Statement of the
Company and Atlantic Capital II
(Reg. Nos. 333-63447 and 333-63447-01).
4(a) Certificate of Trust of Atlantic Capital II Filed as Exhibit 4-B to the Registration
(contained in the Form of Amended Statement of the Company and
and Restated Trust Agreement of Atlantic Capital II (Reg. Nos. 333-63447
Atlantic Capital II) and 333-63447-01).
4(b) Trust Agreement of Atlantic Capital II Filed as Exhibit 4-A to the Registration
Statement of the Company and Atlantic
Capital II (Reg. Nos. 333-63447 and
333-63447-01).
4(c) Form of Amended and Restated Trust Filed as Exhibit 4-B to the Registration
Agreement of Atlantic Capital II Statement of the Company and Atlantic
Capital II (Reg. Nos. 333-63447 and
333-63447-01).
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<S> <C> <C>
4(d) Form of Indenture between the Filed as Exhibit 4-C to the Registration
Company and the Bank of Statement of the Company and Atlantic
New York, as Trustee Capital II (Reg. Nos. 333-63447
and 333-63447-01).
4(e) Form of Subordinated Debenture Filed as Exhibit 4-C to the Registration
(contained in the Form of Indenture) Statement of the Company and
Atlantic Capital II (Reg. Nos. 333-63447
and 333-63447-01).
4(f) Form of Guarantee Agreement Filed as Exhibit 4-D to the Registration
Statement of the Company and Atlantic
Capital II (Reg. Nos. 333-63447 and
333-63447-01).
5(a) Form of Preferred Security Filed as Exhibit 4-B to the Registration
(contained in the Form of Statement of the Company and Atlantic
Amended and Restated Capital II (Reg. Nos. 333-63447 and
Trust Agreement) 333-63447-01).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereto duly authorized.
Date: October 30, 1998 ATLANTIC CAPITAL II
By: /s/ L. M. Walters
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(Authorized Representative)
