<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 29, 1996
REGISTRATION NO. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
DELMARVA POWER & LIGHT COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
---------------
DELAWARE AND VIRGINIA 51-0084283
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
800 KING STREET
P.O. BOX 231
WILMINGTON, DELAWARE 19899
(302) 429-3011
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------
BARBARA S. GRAHAM,
SENIOR VICE PRESIDENT, TREASURER & CHIEF FINANCIAL OFFICER
800 KING STREET
P.O. BOX 231
WILMINGTON, DELAWARE 19899
(302) 429-3448
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [X]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
---------------
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED(1) PER UNIT(2) PRICE(2) FEE
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (Par Value
$2.25 per share)...... 6,000,000 shares $22.50 $135,000,000 $46,552
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(1) In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as
amended, this Registration Statement also covers any additional securities
to be offered or issued in connection with a stock split, stock dividend
or similar transaction.
(2) Based on the average high and low sale price on the consolidated
transaction reporting system on January 23, 1996, pursuant to Rule 457(c).
PURSUANT TO RULE 429, THE PROSPECTUS FILED AS A PART OF THIS REGISTRATION
STATEMENT IS BEING FILED AS A COMBINED PROSPECTUS IN CONNECTION WITH THIS
REGISTRATION STATEMENT AND REGISTRATION STATEMENT NO. 33-39756.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PROSPECTUS
DELMARVA POWER & LIGHT COMPANY
DIVIDEND REINVESTMENT AND COMMON SHARE PURCHASE PLAN
6,149,648 SHARES OF COMMON STOCK
The continuing Dividend Reinvestment and Common Share Purchase Plan (the
"Plan") of Delmarva Power & Light Company ("Delmarva" or the "Company")
provides holders of shares of its Common Stock, par value $2.25 per share (the
"Shares"), with a simple and convenient method of purchasing additional Shares
without payment of any service charge. Any holder of Shares is eligible to
join the Plan.
Participants in the Plan may:
. have cash dividends on all of their Shares automatically reinvested, or
. have cash dividends on any specified portion of their Shares
automatically reinvested, and receive the balance by check, or
. continue to receive their cash dividends on Shares registered in their
names and invest by making optional cash payments of up to $100,000 per
calendar year, or
. invest both their cash dividends, or any portion thereof, and such
optional cash payments.
Shares purchased with reinvested dividends and optional cash payments may,
at the option of the Company, be either newly-issued Shares or Shares
purchased on the open market by an agent independent of the Company (the
"Independent Agent").
The purchase price of the newly-issued Shares will be the average of the
highest and lowest prices as reported in The Wall Street Journal on the
Pricing Date (as defined in Question 11).
Should the Company elect to purchase Shares on the open market pursuant to
the Plan, the price of the Shares acquired will be the weighted average price
at which the Independent Agent acquires the Shares, plus a brokerage
commission at a special discount rate available through the Plan (see Question
12).
If you are already a participant in the Plan, it is not necessary for you to
take any action in order to continue your participation.
This Plan does not represent a change in dividend policy, which will
continue to depend primarily upon the Company's financial condition. If you do
not wish to participate in the Plan, you will receive dividends, when
declared, by check as usual.
This Prospectus relates to 6,149,648 authorized and unissued Shares and
Shares purchased on the open market registered for purchase under the Plan. It
is suggested that this Prospectus be retained for future reference.
------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------
The date of this Prospectus is January 29, 1996
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information may be inspected and copied at the offices of the Commission at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.; 14th
Floor, 500 West Madison Street, Chicago, Illinois; and 13th Floor, Seven World
Trade Center, New York, New York. Copies of this material may also be obtained
at prescribed rates from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549. Certain securities of the Company
are listed on the New York and Philadelphia Stock Exchanges, and reports,
proxy material and other information concerning the Company can also be
inspected at the offices of both Exchanges.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed by the Company with the Commission pursuant
to the Exchange Act, are incorporated by reference in this Prospectus and
shall be deemed to be a part hereof:
1. The Company's Annual Report on Form 10-K for the year ended December 31,
1994.
2. The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1995.
3. The Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1995.
4. The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995.
5. The Company's Current Report on Form 8-K dated June 15, 1995.
6. The Company's Current Report on Form 8-K dated July 20, 1995.
7. The Company's Current Report on Form 8-K dated October 20, 1995.
8. The Company's Current Report on Form 8-K dated December 15, 1995.
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the termination of the
offering hereunder shall be deemed to be incorporated by reference in this
Prospectus and to be made a part hereof from their respective dates of filing.
Any statement contained herein or in any
<PAGE>
document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained in any subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Prospectus.
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, on the written or oral
request of any such person, a copy of any or all of the documents referred to
above which have been or may be incorporated by reference in this Prospectus,
other than exhibits to such documents, except exhibits that are specifically
incorporated by reference into the information that this Prospectus
incorporates. Requests for such copies should be directed to Mr. Donald P.
Connelly, Secretary, Delmarva Power & Light Company, 800 King Street, P. O.
Box 231, Wilmington, Delaware 19899, (302) 429-3011.
THE COMPANY
The Company was incorporated in Delaware on April 22, 1909, and in Virginia
on December 31, 1979. Delmarva's principal executive offices are located at
800 King Street, P. O. Box 231, Wilmington, Delaware 19899, (302) 429-3011.
The Company is an investor-owned public utility which provides electric
service to approximately 436,000 customers in Delaware, ten primarily Eastern
Shore counties in Maryland and the Eastern Shore area of Virginia in an area
consisting of about 6,000 square miles with a population of approximately
1,141,000. Delmarva also provides natural gas service to approximately 98,000
customers in an area consisting of about 275 square miles with a population of
approximately 470,000 in northern Delaware, including the City of Wilmington.
DESCRIPTION OF THE PLAN
The Plan was implemented by the Company in 1975, and has been amended from
time to time thereafter. The following is a question and answer statement of
the provisions of the Plan.
PURPOSE
1. What is the purpose of the Plan?
The purpose of the Plan is to provide holders of record of Shares with a
simple and convenient method of investing cash dividends and optional cash
payments in additional Shares at a price based on market value. To the extent
that Shares distributed by the Plan are newly-issued Shares, the Company will
receive additional funds for its capital requirements and for other general
corporate purposes.
2
<PAGE>
ADVANTAGES
2. What are the advantages of the Plan?
Participants in the Plan may (a) have cash dividends on all their Shares, or
any portion thereof, automatically reinvested, or (b) continue to receive
their cash dividends on Shares registered in their names and invest by making
optional cash payments of up to $100,000 per calendar year, or (c) invest both
their cash dividends, or any portion thereof, and such optional cash payments.
No fee, commission or service charge is paid by participants in connection
with purchases of newly-issued Shares under the Plan. The Plan offers a
discount rate on brokerage commissions when Shares are purchased on the open
market. Full investment of funds is possible under the Plan because the Plan
permits fractional Shares, as well as full Shares, to be credited to
participants' accounts. In addition, dividends in respect of such fractional
Shares, as well as full Shares, will be credited to participants' accounts.
Participants can avoid the cumbersome safekeeping of certificates for Shares
credited to their accounts under the Plan. Regular statements of account
mailed to each participant as soon as practicable after each investment will
provide simplified record keeping.
ADMINISTRATION
3. Who administers the Plan for participants?
Wilmington Trust Company ("Wilmington Trust") administers the Plan for
participants, maintains records, sends statements of account to participants
and performs other duties relating to the Plan. The Company has selected an
Independent Agent to act on behalf of the Plan to purchase any Shares which
may be acquired in open-market transactions and to sell Shares pursuant to
requests by participants. Shares purchased under the Plan will be registered
in the name of the nominee(s) for participants in the Plan (see Question 5 for
the address and phone numbers of Wilmington Trust).
PARTICIPATION
4. Who is eligible to participate?
All holders of record of Shares are eligible to participate in the Plan. In
order to be eligible to participate in the Plan, beneficial owners of Shares
whose Shares are registered in names other than their own must become
shareholders of record by having such Shares transferred into their names.
5. How does an eligible shareholder participate?
A holder of record of Shares may join the Plan by signing an Authorization
Card and returning it to Wilmington Trust. An Authorization Card may be
obtained at any time by contacting Wilmington Trust at the following address
or phone numbers:
3
<PAGE>
Wilmington Trust Company, Corporate Trust Operations, 1100 N. Market Street,
Wilmington, Delaware 19890, (302) 429-3355 or toll-free (800) 365-6495.
6. When may a shareholder join the Plan?
A holder of record of Shares may join the Plan at any time.
If the Authorization Card is received by Wilmington Trust on or before the
record date for the next dividend, reinvestment of dividends will begin with
that dividend period. If the Authorization Card is received by Wilmington
Trust later than the record date, reinvestment of dividends will begin with
the following dividend payment date. (Dividend record dates are approximately
twenty days before the last day of each of January, April, July and October.)
Optional cash payments will be invested monthly (see Question 14).
7. What does the Authorization Card provide?
The Authorization Card is a form which allows each shareholder to select the
method of participation. Shareholders may participate in the Plan by selecting
one of the following options:
(1) FULL DIVIDEND REINVESTMENT. Automatically reinvest dividends on all
Shares held by a participant, and, if desired, make optional cash payments
of up to $100,000 per calendar year.
(2) PARTIAL DIVIDEND REINVESTMENT. Automatically reinvest dividends on a
specified portion of Shares held by a participant (if selecting this
option, the participant must indicate the exact number of Shares on which
such participant wishes the dividends to be reinvested) and receive the
balance by check, and, if desired, make optional cash payments of up to
$100,000 per calendar year.
(3) OPTIONAL CASH PAYMENTS ONLY. Make only optional cash payments of up
to $100,000 per calendar year without reinvesting dividends on Shares held
by the participant. Dividends on Shares held by the participant will
continue to be received in the usual manner.
Regardless of the option selected, all dividends paid on Shares purchased by
a participant under the Plan and credited to the participant's Plan account
will be invested automatically.
8. How does a participant change the method of participation?
If a participant in the Plan desires to change the method of participation,
such participant must complete a new Authorization Card designating the
desired change. A new Authorization Card may be obtained at any time by
contacting Wilmington Trust
4
<PAGE>
at the address or phone numbers listed in Question 5. If the new Authorization
Card is received by Wilmington Trust on or before the record date for the next
dividend, the change will be implemented in that dividend period. If the new
Authorization Card is received by Wilmington Trust later than the record date,
the change will be implemented on the following dividend payment date.
COSTS
9. Are there any expenses to participants in connection with purchases under
the Plan?
There are no brokerage commissions when newly-issued Shares are purchased
under the Plan.
If, however, the Company elects to purchase Shares on the open market, a
brokerage commission will be charged at a discount rate to participants for
such transactions. The commission will be reflected in the purchase price of
the stock. All administrative fees will be paid by the Company.
A brokerage commission will be charged if Shares are sold from the Plan.
PURCHASES
10. How many Shares will be purchased for participants?
The number of Shares to be purchased depends on the amount of the
participant's dividend, optional cash payments, or both, and the net purchase
price of the Shares. Each participant's account will be credited with that
number of Shares, including fractions computed to three decimal places, equal
to the total amount to be invested, divided by the purchase price. The
purchase price of the Shares will include brokerage commissions, if any (see
Question 12).
11. When will Shares be purchased under the Plan?
When the Plan purchases newly-issued Shares, dividends will be invested as
of the dividend payment date. In making open-market purchases for the
participants under the Plan, the Independent Agent shall invest such funds
promptly, but dividends shall not be invested more than 30 days after their
initial receipt by the Independent Agent, except when a temporary curtailment
or suspension of purchases is necessary to comply with applicable provisions
of the federal securities laws. Optional cash payments will be invested in the
same fashion as reinvested dividends, as described above in this paragraph.
The Shares will normally be priced on the date that such Shares are issued
for purchase under the Plan (the "Investment Date"). However, in the event the
Shares have not been traded on the New York Stock Exchange on any such
Investment Date, the Shares will be priced as of the next preceding day on
which such Shares have been
5
<PAGE>
so traded (the date on which Shares are priced is referred to herein as the
"Pricing Date").
Notwithstanding this investment schedule, Shares representing purchases
under the Plan may be issued, for administrative purposes, on a date up to two
weeks after the related Investment Date and the certificates for such Shares
will be dated as of such Investment Date.
12. What will be the price of Shares purchased under the Plan?
The price of Shares purchased from Delmarva will be the average of the
highest and lowest sale prices for such Shares as reported in the Wall Street
Journal on the Pricing Date. No Shares will be sold under the Plan at less
than the par value of such Shares ($2.25).
At the option of the Company, Shares issued under the Plan may be either
acquired on the open market or through negotiated transactions or may be newly
issued by the Company. The price of Shares acquired on the open market or
through negotiated transactions will be the weighted averaged price at which
the Independent Agent acquires the Shares, plus a brokerage commission at a
special discount rate available through the Plan. The commission charged by
the Independent Agent will be reflected in the purchase price of the stock.
OPTIONAL CASH PAYMENTS
13. How do optional cash payments work?
The option to make cash payments is available to each participant at any
time after joining the Plan. Optional cash payments received by Wilmington
Trust from the participant in any month will be applied to the purchase of
additional Shares on the Investment Date for that month. Optional cash
payments by a participant may not aggregate more than $100,000 per calendar
year. Any amount received in excess of $100,000 will be promptly returned to
the participant.
The participant may not make optional cash payments to purchase a specific
number of Shares and request a bill for the balance due or a refund of the
excess.
Any optional cash payment may be made by a participant when enrolling by
enclosing a check or money order made payable to Delmarva Power & Light
Company and identified as a payment to the Dividend Reinvestment Plan.
Thereafter, the same amount of money need not be sent each month and there is
no obligation to make any future optional cash payment.
14. When will optional cash payments received by the Company be invested?
In order to minimize accumulation of uninvested funds, optional cash
payments will be invested once each month (see Question 11).
6
<PAGE>
NO INTEREST WILL BE PAID BY THE COMPANY ON ANY OPTIONAL CASH PAYMENTS FROM
THE DATE RECEIVED UNTIL THE INVESTMENT DATE.
REPORTS TO PARTICIPANTS
15. What kind of reports will be sent to participants in the Plan?
As soon as practicable after each investment, a statement of account will be
mailed to the participant. These statements are a participant's continuing
record of the cost of purchases and should be retained for income tax
purposes. In addition, each participant will receive a copy of any new
Prospectus for the Plan and copies of the same communications sent to every
other holder of Shares.
DIVIDENDS
16. Will participants be credited with dividends on fractional Shares?
Yes.
CERTIFICATES FOR FULL SHARES
17. Will certificates be issued for Shares purchased?
Certificates will be issued for full Shares by Wilmington Trust to the
nominee to be held for the accounts of participants. This provides protection
against loss, theft or inadvertent destruction of stock certificates.
Certificates for fractional Shares will not be issued under any
circumstances.
No certificates will be issued for Shares in a participant's account unless
the participant so requests Wilmington Trust in writing, or until the
participant's account is terminated. A participant may request Wilmington
Trust to send certificates for full Shares credited to the participant's
account. This request should be mailed to Wilmington Trust at the address
listed in Question 5. Any remaining full Shares and any fractional Share will
continue to be credited to the participant's account.
Shares credited to the account of a participant under the Plan may not be
pledged or assigned. A participant who wishes to pledge or assign such Shares
must request that certificates for such Shares be issued in the participant's
name.
18. In whose name will certificates be registered when issued?
Accounts under the Plan are maintained in the names in which certificates of
the participants are registered at the time they entered the Plan.
Consequently, certificates for whole Shares will be registered similarly when
issued.
7
<PAGE>
WITHDRAWAL
19. How does a participant withdraw from the Plan?
In order to withdraw from the Plan, notification must be given to Wilmington
Trust in writing that the participant wishes to withdraw (the "Withdrawal
Notice") (see Question 5 for the address). The Withdrawal Notice must be
received by Wilmington Trust five days prior to the record date for the next
succeeding dividend payment. If the Withdrawal Notice is not received five
days prior to the record date, the effective date of the Withdrawal Notice
shall be after purchases from such dividends have been completed and the
purchased Shares credited to all participants' accounts. When a participant
withdraws from the Plan, or upon termination of the plan by Delmarva,
certificates for whole Shares credited to a participant's account under the
Plan will be issued and a cash payment will be made for any fractional Share
(see Question 21) unless Wilmington Trust is otherwise directed in the
Withdrawal Notice as set forth below. Upon withdrawal from the Plan, the
participant may request in the Withdrawal Notice that all of the Shares, both
whole and fractional, credited to the participant's account in the Plan be
sold or transferred. If such a sale is requested, the sale will be made for
the account of the participant within five business days after receipt of the
Withdrawal Notice. The participant will receive the proceeds of the sale less
any brokerage commission and any transfer tax.
If a participant requests in the Withdrawal Notice the sale of 50 or more
Shares which are held in the Plan, the Withdrawal Notice must have the
owner(s) signature(s) guaranteed by a Commercial Bank or a broker member of a
major stock exchange. Notary, Savings Banks and Savings and Loan Association
signature guarantees are not sufficient for this purpose.
Instructions by a participant directing that Shares credited to the
participant's account in the Plan be transferred directly to another person or
to the Plan account of another participant must be submitted to Wilmington
Trust in writing (see Question 5 for the address), and must bear the owner(s)
signature(s) guaranteed by a Commercial Bank or a broker member of a major
stock exchange. Notary, Savings Banks, and Savings and Loan Association
signature guarantees are not sufficient for this purpose.
20. What happens to a fractional Share when a participant withdraws from the
Plan?
When a participant withdraws from the Plan, a cash payment representing any
fractional Share will be mailed directly to the participant. The cash payment
to each such participant will be based on the current market price of Shares
less any related brokerage commission and transfer tax.
8
<PAGE>
OTHER INFORMATION
21. What happens when a participant sells or transfers all or a portion of
the Shares registered in the participant's name?
If a participant disposes of all Shares registered in the participant's
name, Wilmington Trust will continue to reinvest the dividends on the Shares
credited to the participant's account under the Plan, and the participant may
continue to make optional cash payments. The participant's account under the
Plan will not be terminated until a written request is submitted to Wilmington
Trust requesting that such account be terminated.
If a participant disposes of a portion of the Shares registered in the
participant's name and has selected the:
(1) FULL DIVIDEND REINVESTMENT OPTION. Wilmington Trust will continue to
reinvest the dividends on the remainder of Shares registered in the
participant's name unless the participant elects to change the method of
participation (see Question 8).
(2) PARTIAL DIVIDEND REINVESTMENT OPTION. Wilmington Trust will assume
that the first Shares disposed of were those on which the participant was
not reinvesting dividends. Wilmington Trust will continue to reinvest the
dividends on the remainder of the Shares up to the number of the Shares
originally authorized for reinvestment. For example, if a participant had
authorized Wilmington Trust to reinvest the cash dividends on 100 Shares of
a total of 200 Shares registered in the participant's name and then
disposes of 50 Shares, Wilmington Trust will continue to reinvest the cash
dividends on 100 of the remaining 150 Shares. If, instead, the participant
disposes of 150 Shares, Wilmington Trust will continue to reinvest the cash
dividends on the remaining 50 Shares unless the participant elects to
change the method of participation (see Question 8).
22. What happens if Delmarva issues a stock dividend or declares a stock
split?
Any stock dividends or split Shares distributed by Delmarva on Shares
credited to the account of a participant under the Plan will be added to the
participant's account. Stock dividends or split Shares distributed on Shares
registered in the name of the participant will be mailed directly to the
shareholder in the same manner as to shareholders who are not participating in
the Plan.
23. How will a participant's Shares be voted at meetings of shareholders?
Participants have full voting rights on any Shares held in the participant's
account, including fractional Shares. The proxy mailed to each shareholder
will show the Shares
9
<PAGE>
registered directly in the shareholder's name as well as all Shares held in
the Plan in the shareholder's account, which when executed and returned to
Wilmington Trust will be voted in accordance with the shareholder's
directions. If the shareholder does not return the proxy, the Shares will not
be voted.
24. What are the Federal income tax consequences of participation in the
Plan?
In general, shareholders who participate in the Plan will have the same
federal income tax consequences, with respect to the dividends payable to
them, as any other holder of Shares. A participant will be treated for federal
income tax purposes as having received, on the dividend payment date of each
quarter, a dividend equal to the full amount of the cash dividend payable for
the quarter with respect to the participant's Shares, even though that amount
is not actually received in cash, but instead, is applied to the purchase of
new Shares for the participant's account.
A participant will not realize any taxable income upon receipt of
certificates for whole Shares credited under the Plan, either upon the
participant's request for certificates for certain of those Shares or upon
withdrawal from or termination of the Plan. However, a participant who
received, upon withdrawal from or termination of the Plan, a cash adjustment
for a fractional Share credited to the participant's account, will realize a
capital gain or loss. Capital gain or loss also will be realized by the
shareholder when whole Shares are either sold by the Independent Agent upon
the shareholder's request for withdrawal from the Plan (see Question 19) or
sold by the shareholder after withdrawal from the Plan. The amount of such
gain or loss will be the difference between the amount that the shareholder
receives for such Shares or fractional Share, and the shareholder's tax basis
therefor. The tax basis for Shares or fractional Shares held in a
participant's account under the Plan is the amount of dividends reinvested and
of cash contributions made by the participant. For further clarification and
other tax consequences, the Plan participant is advised to consult with a tax
advisor.
25. What are the responsibilities of the Company and Wilmington Trust under
the Plan?
In administering the Plan, neither the Company nor Wilmington Trust will be
liable for any act performed in good faith or for any good faith omission to
act, including, without limitation, any claim of liability arising out of
failure to terminate a participant's account upon such participant's death or
with respect to any fluctuation in the market value after purchase or sale of
Shares, except for any liability under the federal securities law.
The participant should recognize that neither the Company nor Wilmington
Trust can assure a profit or protect against a loss on the Shares purchased by
a participant under the Plan.
10
<PAGE>
26. What provision is made for shareholders whose dividends are subject to
income tax withholding?
In the case of those foreign holders of Shares whose dividends are subject
to United States income tax withholding, or any other shareholders whose
dividends are subject to backup withholding, an amount equal to the dividends
less the amount of tax required to be withheld will be invested in Shares. The
statements confirming purchases made for such participants will indicate the
amount of tax withheld. Optional cash payments received from foreign
shareholders must be in United States dollars and will be invested in the same
manner as payments from other participants.
27. May the Plan be changed or discontinued?
The Company reserves the right to amend, modify, suspend, or terminate the
Plan at any time. Notice of such amendment, modification, suspension or
termination will be sent to all participants.
THE SHARES
The following brief summary of certain features of the Shares, provided for
the convenience of the reader, does not purport to delineate all of the
provisions in connection with the Shares. Such provisions are stated in full
in Article Fourth of the Company's Restated Certificate and Articles of
Incorporation, as amended, and in Section 5.25 of the Company's Mortgage and
Deed of Trust and the Supplemental Indentures thereto.
DIVIDEND RIGHTS
The holders of Shares shall be entitled to receive such dividends as may be
declared by the Board of Directors, except that the holders of the preferred
stock have a right to receive cumulative quarterly dividends at the rates set
forth in the title of each series thereof before any dividends are paid to the
holders of Shares.
LIMITATIONS ON PAYMENT OF DIVIDENDS ON SHARES
The Company's Restated Certificate and Articles of Incorporation, as
amended, and the Mortgage and Deed of Trust securing the Company's outstanding
bonds contain restrictions on the payment of cash dividends on Shares,
including restrictions which would become applicable if Common Stock equity
were less than 25% of total capitalization. (At December 31, 1995, the actual
ratio of Common Stock equity to total capitalization was approximately 44%).
Retained earnings available for dividends on Shares as of December 31, 1995,
were approximately $246,200,000 under the most restrictive of these
provisions.
11
<PAGE>
VOTING RIGHTS
The holders of Shares have one vote for each Share held. Except as provided
by law and as hereinafter set forth, the holders of the preferred stock are
not entitled to vote. Upon default in the payment of dividends on the
preferred stock in an amount equivalent to or exceeding one year's dividends,
and until all dividends in default shall have been paid or declared and set
apart for payment, the holders of the preferred stock are entitled as a class
to elect a majority of the Board of Directors and the holders of Shares are
entitled as a class to elect the remaining directors. The consent of certain
proportions of the preferred stock is required to effect a merger,
consolidation or sale or other disposition of all of the Company's assets, to
amend, alter, change or repeal any of the express terms of the preferred stock
in a manner prejudicial to its holders, to increase the authorized number of
shares of, or to create or authorize any kind of stock ranking prior to or on
parity with, or any security convertible into, the preferred stock and to
issue unsecured debt or additional shares of the preferred stock unless
certain capitalization and coverage tests are met. In some cases, the right to
vote only applies in certain circumstances.
OTHER RIGHTS
The holders of Shares have no preemptive rights to purchase additional
Shares or securities convertible into Shares.
The outstanding Shares are, and the additional Shares offered by this
Prospectus upon issuance will be, fully paid and non-assessable. Subject to
the preferential rights of creditors and the holders of preferred stock, the
holders of Shares are entitled in the event of liquidation to share ratably in
the distribution of all remaining assets.
CLASSIFICATION OF THE BOARD OF DIRECTORS
The Board of Directors is divided into three classes, each class consisting,
as nearly as possible, of one-third of the total number of directors
constituting the entire Board.
USE OF PROCEEDS
The proceeds from the sale of newly-issued Shares under the Plan will be
applied toward financing the capital requirements of the Company and for other
general corporate purposes, including the repayment of short-term borrowings.
To the extent the proceeds are not immediately so used, they may be
temporarily invested in short-term interest-bearing obligations. The Company
has no basis for estimating either the number of Shares that will ultimately
be sold pursuant to the Plan or the prices at which such Shares will be sold.
12
<PAGE>
LEGAL OPINIONS
The legality of the Shares and the status of the Shares when sold as legally
issued, fully paid and non-assessable will be passed upon for Delmarva, as to
matters of the laws of the State of Delaware, by Dale G. Stoodley, Vice
President and General Counsel for Delmarva, and as to matters of the law of
the Commonwealth of Virginia, by Peter F. Clark, Assistant General Counsel for
the Company. Certain other legal matters will be passed upon for Delmarva by
Mr. Stoodley, and, as to matters of the laws of the Commonwealth of Virginia,
by Mr. Clark. Mr. Stoodley and Mr. Clark may rely as to matters of Maryland,
New Jersey and Pennsylvania law upon the opinions of counsel admitted in such
jurisdictions. As of December 31, 1995, Mr. Stoodley held, in the form of
stock and share equivalents in the Company's employee benefit plans,
approximately 2,550 shares of the Company's Common Stock and had been granted
3,410 performance shares as to which full rights will not vest, if at all,
until a future date. On such date, Mr. Stoodley's shares, including the
performance shares, had a fair market value of approximately $135,590. As of
December 31, 1995, Mr. Clark held, in the form of stock and share equivalents
in the Company's employee benefit plans, approximately 1,155 shares of the
Company's Common Stock and had been granted 1,530 performance shares as to
which full rights will not vest, if at all, until a future date. On such date,
Mr. Clark's shares, including the performance shares, had a fair market value
of approximately $61,084.
EXPERTS
The consolidated financial statements incorporated by reference in this
Prospectus from the Company's Annual Report on Form 10-K for the year ended
December 31, 1994, have been audited by Coopers & Lybrand L.L.P., independent
accountants, as indicated in their report with respect thereto, which report
includes an explanatory paragraph regarding the Company's changes in its
method of accounting in 1993 for income taxes and postretirement benefits
other than pensions, and are incorporated by reference herein in reliance upon
such report given upon the authority of that firm as experts in accounting and
auditing.
Dale G. Stoodley, General Counsel for the Company, has reviewed the
statements as to matters of law and legal conclusions under "The Shares" and
in the Incorporated Documents and such statements are included herein and
therein upon his authority as an expert.
13
<PAGE>
INDEMNIFICATION OF DIRECTORS AND OFFICERS
As set forth in the Registration Statement of which this Prospectus is a
part, to the extent allowed by applicable law, directors and officers of the
Company are indemnified by the Company against all costs and liabilities
reasonably incurred by, or imposed on, them in connection with any litigation
in which such director or officer may be involved by reason of being, or
having been, a director or officer of the Company. The Company also may, upon
a determination that its officers, directors, employees or agents have met the
applicable statutory standard of conduct, indemnify such persons against
expenses, judgments, fines and settlement payments reasonably incurred.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable.
14
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESEN-
TATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN THOSE DESCRIBED ON THE
COVER PAGE OR AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY WITHIN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLIC-
ITATION WITHIN SUCH JURISDICTION.
------------------
CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information...................................................... 1
Incorporation of Certain Documents by Reference............................ 1
The Company................................................................ 2
Description of the Plan.................................................... 2
Purpose.................................................................. 2
Advantages............................................................... 3
Administration........................................................... 3
Participation............................................................ 3
Costs.................................................................... 5
Purchases................................................................ 5
Optional Cash Payments................................................... 6
Reports to Participants.................................................. 7
Dividends................................................................ 7
Certificates for Full Shares............................................. 7
Withdrawal............................................................... 8
Other Information........................................................ 9
The Shares................................................................. 11
Use of Proceeds............................................................ 12
Legal Opinions............................................................. 13
Experts.................................................................... 13
Indemnification of Directors and Officers.................................. 14
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
[LOGO OF DELMARVA POWER APPEARS HERE]
------------------
COMMON STOCK
($2.25 PAR VALUE)
------------------
DIVIDEND REINVESTMENT
AND COMMON SHARE
PURCHASE PLAN
------------------
PROSPECTUS
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Estimated expenses relating to the Securities are as follows:
<TABLE>
<S> <C>
Securities and Exchange Commission filing fees $46,552
Legal services 3,000
Auditor's Fees 4,000
Fees of Transfer Agent and Registrar 12,000
Printing 10,000
Miscellaneous 9,448
-------
Total $85,000
=======
</TABLE>
Item 15. Indemnification of Directors and Officers.
The Company's Restated Certificate and Articles of Incorporation, as amended,
provides that Delmarva shall indemnify, to the full extent that it shall have
power to do so under applicable law, each director and officer against all costs
and liabilities reasonably incurred by or imposed on such persons in connection
with any litigation in which such director or officer may be involved by reason
of being or having been a director or officer of the Company. This provision is
not exclusive of other rights to which any director or officer may otherwise be
entitled. Under applicable corporate law, Delmarva may, upon a determination
that such persons have met the applicable statutory standard of conduct,
indemnify directors, officers, employees and agents against expenses, judgments,
fines and settlement payments reasonably incurred.
Subject to certain exceptions, the directors and all corporate officers of the
Company are insured to an overall limit of $45,000,000 (subject to a Company
deductible of $200,000 for each loss involving non-nuclear operations and
$1,000,000 for each loss involving nuclear operations) because of any claim or
claims made against them, including claims arising under the Securities Act of
1933, and caused by any negligent act, any error, any omission or any breach of
duty while acting in their capacities as such directors or officers, and the
Company is insured to the extent that it shall have indemnified the directors
and officers for such loss. The premiums for such insurance are paid by the
Company.
Item 16. Exhibits.
Exhibit
Number Description of Exhibit
------ ----------------------
3-A A copy of the Company's Restated Certificate and Articles of
Incorporation effective as of April 12, 1990 (filed with
Registration No. 33-50453).*
3-B A copy of the Company's Certificate of Designation and
Articles of Amendment establishing the 7-3/4% Preferred Stock
--$25 Par (filed with Registration No. 33-50453).*
3-C A copy of the Company's Certificate of Designation and
Articles of Amendment establishing the 6-3/4% Preferred Stock
(filed with Form 10-K for the year ended December 31, 1993).*
3-D A copy of the Company's By-Laws as amended September 30, 1993
(filed with Form 10-K for the year ended December 31, 1993).*
4-A A copy of the Mortgage and Deed of Trust from the Company to
The New York Trust Company as Trustee, dated as of October 1,
1943, and copies of the First through Sixty-Eighth
Supplemental Indentures thereto (filed with Registration No.
33-1763).*
4-B A copy of the Sixty-Ninth Supplemental Indenture (filed with
Registration No. 33-39756).*
II-1
<PAGE>
Exhibit
Number Description of Exhibit
------ ----------------------
4-C Copies of the Seventieth through Seventy-Fourth Supplemental
Indentures (filed with Registration No. 33-24955).*
4-D Copies of the Seventy-Fifth through Seventy-Seventh
Supplemental Indentures (filed with Registration No. 33-
39756).*
4-E Copies of the Seventy-Eighth and Seventy-Ninth Supplemental
Indentures (filed with Registration No. 33-46892).*
4-F A copy of the Eightieth Supplemental Indenture (filed with
Registration No. 33-49750).*
4-G A copy of the Eighty-First Supplemental Indenture (filed with
Registration No. 33-57652).*
4-H A copy of the Eighty-Second Supplemental Indenture (filed with
Registration No. 33-63582).*
4-I A copy of the Eighty-Third Supplemental Indenture (filed with
Registration No. 33-50453).*
4-J Copies of the Eighty-Fourth through Eighty-Eighth Supplemental
Indentures (filed with Registration No. 33-53855).*
4-K A Copy of the Eighty-Ninth Supplemental Indenture.
4-L A Copy of the Ninetieth Supplemental Indenture.
5-A Opinion of D. G. Stoodley, General Counsel for the Company,
regarding legality under Delaware law.
5-B Opinion of Peter F. Clark, Assistant General Counsel for the
Company, regarding legality under Virginia law.
23 See Page II-5 for the Consent of Independent
Accountants. The Consents of Mr. Stoodley and Mr. Clark are
included in their respective opinions filed as Exhibits 5-A
and 5-B.
24 Power of Attorney (see Page II-3).
_______________
* Incorporated by reference pursuant to Rule 411.
Item 17. Undertakings.
(1) The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement;
(i) To include any Prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
this Registration Statement. Notwithstanding the foregoing, any increase
or
II-2
<PAGE>
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement.
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement;
provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if this Registration Statement is on Form S-3 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
(2) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be initial bona fide offering thereof.
POWER OF ATTORNEY
Each person whose signature appears on the following page hereby authorizes
the agent for service named in the Registration Statement to execute in the name
of each such person, and to file, any and all amendments and post-effective
amendments to the Registration Statement, which amendments may make such changes
in the Registration Statement as the issuer deems appropriate and appoints such
agent for service as attorney-in-fact to sign in his or her behalf individually
and in each capacity stated.
II-3
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wilmington, State of Delaware, on the 25th day of
January, 1996.
DELMARVA POWER & LIGHT COMPANY
By: /s/ B. S. GRAHAM
-----------------------------------
(B. S. Graham, Senior Vice President,
Treasurer & Chief Financial Officer)
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ H. E. COSGROVE Chairman of the January 25, 1996
- ----------------------- Board, President, Chief
(H. E. Cosgrove) Executive Officer and
Director (Principal
Executive Officer)
/s/ B. S. GRAHAM Senior Vice January 25, 1996
- ----------------------- President, Treasurer & Chief
(B. S. Graham) Financial Officer
(Principal Financial
Officer)
/s/ JAMES P. LAVIN Comptroller and Chief January 25, 1996
- ----------------------- Accounting Officer
(James P. Lavin) (Principal Accounting
Officer)
/s/ MICHAEL G. ABERCROMBIE Director January 25, 1996
- ---------------------------
(Michael G. Abercrombie)
/s/ R. FRANKLIN BALOTTI Director January 25, 1996
- ---------------------------
(R. Franklin Balotti)
/s/ ROBERT D. BURRIS Director January 25, 1996
- ---------------------------
(Robert D. Burris)
/s/ AUDREY K. DOBERSTEIN Director January 25, 1996
- ---------------------------
(Audrey K. Doberstein)
/s/ MICHAEL B. EMERY Director January 25, 1996
- ---------------------------
(Michael B. Emery)
Director
- ---------------------------
(James H. Gilliam, Jr.)
/s/ SARAH I. GORE Director January 25, 1996
- ---------------------------
(Sarah I. Gore)
/s/ JAMES C. JOHNSON, III Director January 25, 1996
- ---------------------------
(James C. Johnson, III)
/s/ WESTON E. NELLIUS Director January 25, 1996
- --------------------------- -----------------
(Weston E. Nellius)
</TABLE>
II-4
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
Delmarva Power & Light Company on Form S-3 of our report dated February 3, 1995,
on our audits of the consolidated financial statements of Delmarva Power & Light
Company and its subsidiary companies as of December 31, 1994 and 1993 and for
the years ended December 31, 1994, 1993 and 1992, as listed in Item 14(a) of the
1994 Annual Report of Delmarva Power & Light Company on Form 10-K, which report
includes an explanatory paragraph regarding the Company's changes in its method
of accounting in 1993 for income taxes and postretirement benefits other than
pensions. We also consent to the reference to our firm under the caption
"Experts."
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, PA 19103
January 25, 1996
II-5
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibit Page
------ ---------------------- ----
4-K A Copy of the Eighty-Ninth Supplemental Indenture.
4-L A Copy of the Ninetieth Supplemental Indenture.
5-A Opinion of D. G. Stoodley, General Counsel for the Company,
regarding legality under Delaware law.
5-B Opinion of Peter F. Clark, Assistant General Counsel for the
Company, regarding legality under Virginia law.
23 See Page II-5 for the Consent of Independent Accountants.
The Consents of Mr. Stoodley and Mr. Clark are included in their
respective opinions filed as Exhibits 5-A and 5-B.
24 Power of Attorney (see Page II-3).
<PAGE>
Exhibit 4-K
[CONFORMED COPY]
This Instrument Prepared By
/s/ Jeffery E. Snyder
---------------------
Jeffery E. Snyder
Delmarva Power & Light Company
800 King Street
Wilmington, DE 19801
- --------------------------------------------------------------------------------
DELMARVA POWER & LIGHT COMPANY
TO
CHEMICAL BANK,
Trustee.
----------------
EIGHTY-NINTH SUPPLEMENTAL
INDENTURE
----------------
Dated as of January 1, 1995
(but executed on the dates shown on the execution page)
- --------------------------------------------------------------------------------
<PAGE>
This EIGHTY-NINTH SUPPLEMENTAL INDENTURE, dated as of the first day of
January, 1995 (but executed on the dates hereinafter shown), made and entered
into by and between DELMARVA POWER & LIGHT COMPANY, a corporation of the State
of Delaware and the Commonwealth of Virginia, hereinafter called the Company and
CHEMICAL BANK, a corporation of the State of New York, hereinafter called the
Trustee;
WITNESSETH:
WHEREAS, the Company heretofore executed and delivered its Indenture of
Mortgage and Deed of Trust (hereinafter in this Eighty-Ninth Supplemental
Indenture called the "Original Indenture"), dated as of October 1, 1943, to the
New York Trust Company, a corporation of the State of New York, as Trustee, to
which Chemical Bank is successor Trustee, to secure the First Mortgage Bonds of
the Company, unlimited in aggregate principal amount and issuable in series,
from time to time, in the manner and subject to the conditions set forth in the
Original Indenture granted and conveyed unto the Trustee, upon the trusts, uses
and purposes specifically therein set forth, certain real estate, franchises and
other property therein described, including property acquired after the date
thereof, except as therein otherwise provided; and
WHEREAS, by eighty-eight indentures supplemental to said Original
Indenture dated as of October 1, 1943, of which eighty-eight supplemental
indentures the Eighty-Eighth Supplemental Indenture is dated as of October 12,
1994, the said Original Indenture has been modified and supplemented
(hereinafter, as so supplemented and amended, called the "Indenture"); and
WHEREAS, the execution and delivery of this Eighty-Ninth Supplemental
Indenture has been duly authorized by the Board of Directors of the Company at a
meeting duly called and held according to law, and all conditions and
requirements necessary to make this Eighty-Ninth Supplemental Indenture a valid,
binding and legal instrument in accordance with its terms, for the purposes
herein expressed, and the execution and delivery hereof, have been in all
respects duly authorized; and
WHEREAS, it is provided in and by said Original Indenture, inter alia, as
follows:
"IT IS HEREBY AGREED by the Company that all the property, rights and
franchises acquired by the Company after the date hereof (except any
hereinbefore or hereinafter expressly excepted) shall (subject to the
provisions of Section 9.01 hereof and to the extent permitted by law) be as
fully embraced within the lien hereof as if such property, rights and
franchises were now owned by the Company and/or specifically described
herein and conveyed hereby;"
and
WHEREAS, the Company has acquired certain other property, real, personal
and mixed, which has not heretofore been specifically conveyed to the Trustee;
NOW, THEREFORE, this EIGHTY-NINTH SUPPLEMENTAL INDENTURE WITNESSETH that
for and in consideration of the premises and in pursuance of the provisions of
said Indenture, the Company has granted, bargained, sold, released, conveyed,
assigned, transferred, mortgaged, pledged, set over and confirmed, and by these
presents does grant, bargain, sell, release, convey, assign, transfer, mortgage,
pledge, set over and confirm unto
<PAGE>
-2-
the Trustee and to its successors in the trust in the Indenture created, to its
and their assigns forever, all the following described properties of the
Company, and does confirm that the Company will not cause or consent to a
partition, either voluntary or through legal proceedings, of property, whether
herein described or heretofore or hereafter acquired, in which its ownership
shall be as tenant in common, except as permitted by, and in conformity with,
the provisions of the said Indenture and particularly of Article IX thereof:
No. 1 - An undivided 3.70% interest, as tenant in common with other owners
(the combined undivided common ownership of same constituting one hundred
percent ownership of the premises), in all properties situate in Plumcreek and
South Bend Townships, Armstrong County, Pennsylvania, which American Trustee &
Transfer Corporation, Trustee, conveyed unto Atlantic City Electric Company,
Baltimore Gas and Electric Company, Delmarva Power & Light Company, Jersey
Central Power & Light Company, Pennsylvania Power & Light Company, PECO Energy
Company, and Public Service Electric and Gas Company by deed dated February 11,
1994 and recorded in Deed Book 1411, Page 114, which property is further
identified as follows:
(a) All that certain piece, parcel or tract of land situate in the
Township of Plumcreek, Armstrong County, Pennsylvania, containing approximately
28.048 acres and described according to a survey of R. B. Shannon & Associates
of Kittanning, PA, dated May, 1976, and being more particularly described in and
as was conveyed to American Trustee & Transfer Corporation, Trustee, by deed of
William M. Rose, et ux., dated February 18, 1977, of record in Armstrong County
Deed Book 574, Page 958.
(b) All that certain piece, parcel or tract of land situate in the
Township of Plumcreek, Armstrong County, Pennsylvania, containing approximately
21.076 acres and described according to a survey of R. B. Shannon & Associates
of Kittanning, PA, dated October, 1985, and being more particularly described in
and as was conveyed to American Trustee & Transfer Corporation, Trustee, by deed
of William M. Rose, widower, dated November 4, 1985, of record in Armstrong
County Deed Book 699, Page 241.
(c) All that certain piece, parcel or tract of land situate in the
Township of Plumcreek, Armstrong County, Pennsylvania, containing approximately
130.70 acres and described according to a survey of R. B. Shannon & Associates
of Kittanning, PA, dated February, 1986, and being more particularly described
in and as was conveyed to American Trustee & Transfer Corporation, Trustee, by
deed of Frank M. Fleming and Dorothy N. Sickon, dated June 17, 1986, of record
in Armstrong County Deed Book 740, Page 012.
(d) All that certain piece, parcel or tract of land situate in the
Township of South Bend, Armstrong County, Pennsylvania, containing approximately
1 acre, and being more particularly described in and as was conveyed to American
Trustee & Transfer Corporation, Trustee, by deed of Marian Larue Scott, widow,
dated October 12, 1988, of record in Armstrong County Deed Book 906, Page 097.
The above properties and rights are designated "503" for the purposes of
the Original Indenture and all indentures supplemental thereto.
No. 2 An undivided 3.72% interest, as tenant in common with other owners
(the combined undivided common ownership of same constituting one hundred
percent ownership of the premises), in all properties situate in the Township of
West Wheatfield, Indiana County,
<PAGE>
-3-
Pennsylvania, which American Trustee & Transfer Corporation, Trustee, conveyed
unto Atlantic City Electric Company, Baltimore Gas and Electric Company,
Delmarva Power & Light Company, Metropolitan Edison Company, Pennsylvania Power
& Light Company, PECO Energy Company, Potomac Electric Power Company, Public
Service Electric and Gas Company, and UGI Utilities, Inc. by deed dated February
11, 1994 and recorded in Deed Book 1048, Page 425, which property is further
identified as follows:
(a) First All that certain piece, parcel or tract of land situate in
the Township of West Wheatfield, Indiana County, Pennsylvania, containing
approximately 4.03 acres.
BEING the same premises title to the surface and a one-fourth interest in
the coal of which became vested in the grantor, Trustee, by deed of the
Conemaugh Station Owners dated February 13, 1967, of record in Deed Book 563,
Page 480 and/or Deed Book 536, Page 480. And being the same premises title to
the other three-fourths interest in the coal of which became vested in the
American Trustee & Transfer Corporation, Trustee, as part of parcel "Third" in
deed of The North American Coal Corporation dated September 29, 1967, of record
in Deed Book 571, Page 445.
Second All that certain piece, parcel or tract of land situate in
the Township of West Wheatfield, Indiana County, Pennsylvania, containing
approximately 27 acres and 41 perches.
BEING the same premises described as "Second" in deed to grantor, by deed
of The North American Coal Corporation, dated September 29, 1967, of record Deed
Book 571, Page 445.
Third All the coal of whatever kind in and underlying all that
certain piece, parcel or tract of land situate in the Township of West
Wheatfield, Indiana County, Pennsylvania, containing approximately 3.47 acres.
BEING the same premises conveyed to the grantor, as "Third" in deed from
The North American Coal Corporation, dated September 29, 1967, of record Deed
Book 571, Page 445.
Fourth All the coal in, on and under the piece or parcel of land
located in the Township of West Wheatfield, Indiana County, Pennsylvania,
containing approximately 26.99 acres.
BEING Parcel #1 in Appendix A-11 in deed from the Conemaugh Station Owners
to the grantor, dated February 13, 1967, of record Deed Book 563, Page 480.
Fifth All the coal in, on and under the piece or parcel of land
located in the Township of West Wheatfield, Indiana County, Pennsylvania,
containing approximately 16.88 acres.
BEING Appendix A-10 in deed from the Conemaugh Station Owners to the
grantor, dated February 13, 1967, of record Deed Book 563 Page 480.
<PAGE>
-4-
Sixth All the coal in, on or under the following described tracts
of land situate in the Township of West Wheatfield, Indiana County,
Pennsylvania, containing approximately 6.40 acres.
BEING the same coal conveyed as Parcel "Second" in deed to grantor, by deed
of The North American Coal Corporation, dated September 29, 1967, of record Deed
Book 571, Page 445.
Seventh All the coal in, on and under the piece or parcel of land
located in the Township of West Wheatfield, Indiana County, Pennsylvania,
containing approximately 8.64 acres.
BEING Parcel #1 of Appendix A-9 in deed from the Conemaugh Station Owners
to the grantor, dated February 13, 1967, of record Deed Book 563 Page 480.
Eighth All the coal in, on and under the piece or parcel of land
located in the Township of West Wheatfield, Indiana County, Pennsylvania,
containing approximately 5.51 acres.
BEING Parcel #2 of Appendix A-9 in deed from the Conemaugh Station Owners
to the grantor, dated February 13, 1967, of record Deed Book 563 Page 480.
BEING the same tracts of land conveyed from The Florence Mining Company to
American Trustee & Transfer Corporation by deed dated February 17, 1993, of
record in Indiana County Deed Book 1018, Page 277.
(b) All those two (2) certain pieces, parcels or lots of land situate
in the Township of West Wheatfield, Indiana County, Pennsylvania, containing
approximately
(Tract No. 1) 148.18 acres and described according to a survey of Michael
Baker, Jr., Inc., Consulting Engineers, and
(Tract No. 2) 0.33 acres and described according to a survey of Michael
Baker, Jr., Inc., Consulting Engineers, and being more particularly described in
and as was conveyed to American Trustee & Transfer Corporation, Trustee, by deed
of Edmund H. Mack dated November 26, 1982, of record in Indiana County Deed Book
824, Page 692.
The above properties and rights are designated "504" for the purposes of
the Original Indenture and all indentures supplemental thereto.
No. 3 All that parcel of land situate in Queen Anne's County, Maryland,
containing approximately 2.64 acres and described according to a survey of
McCrone, Inc. Engineers and Surveyors of Easton, Maryland, dated July 11, 1994,
and being more particularity described in and was conveyed to Delmarva Power &
Light Company by deed of Alvan N. Moore, William H. Moore, Patricia M. Heather,
John B. Moore, and George C. Moore, III, trading as George C. Moore Family
Partnership dated July 21, 1994 and recorded August 24, 1994 in the Land Records
of Queen Anne's County, Maryland, in Deed Book 473, Page 043.
The above properties and rights are designated "M1144" for the purposes of
the Original indenture and all indentures supplemental thereto.
<PAGE>
-5-
Together with all other property, real, personal and mixed, tangible and
intangible (except such property as in said Indenture expressly excepted from
the lien and operation thereof), acquired by the Company on or prior to December
31, 1994, and not heretofore specifically subjected to the lien of the said
Indenture.
Also without limitation of the generality of the foregoing, the easements
and rights-of-way and other rights in or not used in connection with the
Company's operations, which are conveyed to the Company and recorded in the
following Real Property Deed Records to which reference is made for a more
particular description, to wit:
<PAGE>
-6-
<TABLE>
<CAPTION>
State and County
- ------------------
DELAWARE
Kent
Deed Records Deed Records
Received ------------ Received ------------
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C>
07/05/94 MTS X-054 231 08/01/94 MTS A-055 269
07/05/94 MTS X-054 233 08/01/94 MTS A-055 271
08/01/94 MTS A-055 267 08/01/94 MTS A-055 273
<CAPTION>
State and County
- ------------------
DELAWARE
New Castle
Deed Records Deed Records
Received ------------ Received ------------
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C>
03/18/92 1302 0318 08/24/94 1796 0277
01/25/93 1464 0050 08/24/94 1796 0279
05/13/93 1520 0169 08/24/94 1796 0281
06/02/94 1747 0068 08/24/94 1796 0283
07/26/94 1777 0189 08/24/94 1796 0285
08/03/94 1784 0343 08/24/94 1796 0287
08/09/94 1788 0108 09/15/94 1808 0313
08/09/94 1788 0110 09/15/94 1808 0331
08/09/94 1788 0112 09/15/94 1808 0334
08/09/94 1788 0115 10/07/94 1821 0037
08/09/94 1788 0118 10/07/94 1821 0041
08/09/94 1788 0120 10/07/94 1821 0045
08/09/94 1788 0122 10/07/94 1821 0047
08/09/94 1788 0124 10/07/94 1821 0049
08/09/94 1788 0126 10/07/94 1821 0051
08/09/94 1788 0128 10/07/94 1821 0053
08/09/94 1788 0130 10/12/94 1822 0346
08/09/94 1788 0132 10/27/94 1829 0231
08/09/94 1788 0134 10/27/94 1829 0234
08/09/94 1788 0136 10/27/94 1829 0236
08/09/94 1788 0138 10/27/94 1829 0238
08/24/94 1796 0256 10/27/94 1829 0240
08/24/94 1796 0259 10/27/94 1829 0242
08/24/94 1796 0262 11/07/94 1836 0016
08/24/94 1796 0266 12/05/94 1848 0263
08/24/94 1796 0267 12/05/94 1848 0278
08/24/94 1796 0269 12/05/94 1848 0280
08/24/94 1796 0271 12/05/94 1848 0282
08/24/94 1796 0273 12/05/94 1848 0284
08/24/94 1796 0275 12/05/94 1848 0286
</TABLE>
<PAGE>
-7-
<TABLE>
<CAPTION>
(continued)
State and County
- ------------------
DELAWARE
New Castle
Deed Records Deed Records
Received ------------ Received ------------
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C>
01/06/95 1866 0030 01/06/95 1866 0042
01/06/95 1866 0034 01/06/95 1866 0046
01/06/95 1866 0036 01/30/95 1874 0338
01/06/95 1866 0038 01/30/95 1874 0346
01/06/95 1866 0040 01/30/95 1874 0348
<CAPTION>
State and County
- ------------------
DELAWARE
Sussex
Deed Records Deed Records
Received ------------ Received ------------
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C>
07/28/94DDG 1994 239 11/01/94 DDG2015 144
07/28/94DDG 1994 241 12/02/94 DDG2020 299
07/28/94DDG 1994 243 12/02/94 DDG2020 301
07/28/94DDG 1994 245 12/02/94 DDG2020 303
07/28/94DDG 1994 247 12/02/94 DDG2020 305
07/28/94DDG 1994 249 12/02/94 DDG2020 307
08/24/94DDG 2000 042 12/02/94 DDG2020 309
08/24/94DDG 2000 044 12/02/94 DDG2020 311
08/24/94DDG 2000 046 01/04/95 FXR2027 001
11/01/94DDG 2015 134 01/04/95 FXR2027 003
11/01/94DDG 2015 136 01/27/95 FXR2031 119
11/01/94DDG 2015 138 01/27/95 FXR2031 121
11/01/94DDG 2015 140 02/27/95 FXR2035 063
11/01/94DDG 2015 142 02/27/95 FXR2035 065
<CAPTION>
State and County
- ------------------
MARYLAND
Caroline
Deed Records Deed Records
Received ------------ Received ------------
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C>
09/06/94 FDM 271 632 09/06/94 FDM 271 636
09/06/94 FDM 271 634
</TABLE>
<PAGE>
-8-
<TABLE>
<CAPTION>
State and County
- ------------------
MARYLAND
Cecil County
Deed Records Deed Records
Received ------------ Received ------------
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C>
08/26/94 NDS 508 072
<CAPTION>
State and County
- ------------------
MARYLAND
Dorchester
Deed Records Deed Records
Received ------------ Received ------------
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C>
08/25/94 PLC 309 790 12/02/94 MLB 313 585
08/25/94 PLC 309 792 12/02/94 MLB 313 588
08/25/94 PLC 309 795 01/05/95 MLB 315 214
08/25/94 PLC 309 797 01/05/95 MLB 315 217
08/25/94 PLC 309 799 01/05/95 MLB 315 220
08/25/94 PLC 309 801 01/05/95 MLB 315 223
08/25/94 PLC 309 803 01/05/95 MLB 315 226
08/25/94 PLC 309 805 01/13/95 MLB 315 534
10/31/94 PLC 312 376 01/27/95 MLB 316 136
10/31/94 PLC 312 379 01/27/95 MLB 316 139
12/02/94 MLB 313 579 03/03/95 MLB 317 326
12/02/94 MLB 313 582
<CAPTION>
State and County
- ------------------
MARYLAND
Kent
Deed Records Deed Records
Received ------------ Received ------------
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C>
08/01/94 MLM 063 150 10/28/94 MLM 067 101
08/05/94 MLM 063 269 10/28/94 MLM 067 104
08/15/94 MLM 063 482 11/04/94 MLM 067 329
08/25/94 MLM 064 130 12/02/94 MLM 069 084
08/25/94 MLM 064 132 12/02/94 MLM 069 087
08/25/94 MLM 064 134 01/05/95 MLM 070 441
08/25/94 MLM 064 136 01/05/95 MLM 070 444
08/25/94 MLM 064 138 01/05/95 MLM 070 447
10/07/94 MLM 066 187 01/05/95 MLM 070 450
10/07/94 MLM 066 189 01/05/95 MLM 070 453
10/07/94 MLM 066 191 02/24/95 MLM 073 075
10/28/94 MLM 067 099
</TABLE>
<PAGE>
-9-
<TABLE>
<CAPTION>
State and County
- ------------------
MARYLAND
Queen Annes
Deed Records Deed Records
Received ------------ Received ------------
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C>
04/04/94 MWM 459 908 10/28/94 MWM 478 737
04/04/94 MWM 459 910 10/28/94 MWM 478 740
08/05/94 MWM 471 649 10/28/94 MWM 478 743
08/24/94 MWM 473 059 10/28/94 MWM 478 746
08/24/94 MWM 473 061 12/02/94 SM 481 775
08/24/94 MWM 473 064 12/02/94 SM 481 778
10/06/94 MWM 476 760 12/02/94 SM 481 781
10/06/94 MWM 476 762 01/05/95 SM 484 560
10/06/94 MWM 476 764 01/05/95 SM 484 563
10/06/94 MWM 476 766 01/05/95 SM 484 566
10/06/94 MWM 476 768 01/05/95 SM 484 569
10/06/94 MWM 476 770 01/05/95 SM 484 572
10/06/94 MWM 476 772 01/31/95 SM 486 279
10/06/94 MWM 476 774 02/15/95 MWM 488 091
10/06/94 MWM 476 776
<CAPTION>
State and County
- ------------------
MARYLAND
Somerset
Deed Records Deed Records
Received ------------ Received ------------
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C>
10/06/94 ITP 423 224
<CAPTION>
State and County
- ------------------
MARYLAND
Talbot
Deed Records Deed Records
Received ------------ Received ------------
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C>
01/26/94 MAS 770 986 08/25/94 MAS 785 557
03/25/94 MAS 774 118 08/25/94 MAS 785 559
06/10/94 MAS 780 583 08/25/94 MAS 785 561
06/10/94 MAS 780 593 08/25/94 MAS 785 563
06/10/94 MAS 780 596 08/25/94 MAS 785 565
06/27/94 MAS 781 605 08/25/94 MAS 785 567
08/25/94 MAS 785 542 08/25/94 MAS 785 569
08/25/94 MAS 785 555 08/25/94 MAS 785 571
</TABLE>
<PAGE>
-10-
<TABLE>
<CAPTION>
(continued)
State and County
- ----------------
MARYLAND
Talbot
Deed Records Deed Records
Received ------------ Received ------------
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C>
08/25/94 MAS 785 573 10/28/94 MAS 789 462
09/09/94 MAS 784 966 12/05/94 MAS 792 176
09/19/94 MAS 784 983 12/05/94 MAS 792 179
09/22/94 MAS 785 074 12/05/94 MAS 792 182
09/22/94 MAS 785 081 12/05/94 MAS 792 185
10/06/94 MAS 788 234 12/05/94 MAS 792 188
10/06/94 MAS 788 252 12/05/94 MAS 792 192
10/06/94 MAS 788 255 12/05/94 MAS 792 195
10/06/94 MAS 788 258 01/05/95 MAS 794 478
10/06/94 MAS 788 261 01/05/95 MAS 794 481
10/06/94 MAS 788 264 01/31/95 MAS 796 186
10/07/94 MAS 788 345 01/31/95 MAS 796 189
10/07/94 MAS 788 348 02/24/95 MAS 797 695
10/28/94 MAS 789 446 02/24/95 MAS 797 698
10/28/94 MAS 789 449 02/24/95 MAS 797 701
10/28/94 MAS 789 452 02/24/95 MAS 797 704
10/28/94 MAS 789 456 02/24/95 MAS 797 707
10/28/94 MAS 789 459 02/24/95 MAS 797 710
<CAPTION>
State and County
- ----------------
MARYLAND
Wicomico
Deed Records Deed Records
Received ------------ Received ------------
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C>
07/26/94 MSB 1401 491 10/06/94 MSB 1411 819
07/29/94 MSB 1402 213 10/06/94 MSB 1411 821
07/29/94 MSB 1402 216 10/06/94 MSB 1411 823
07/29/94 MSB 1402 218 10/06/94 MSB 1411 825
09/07/94 MSB 1407 140 10/28/94 MSB 1414 754
09/07/94 MSB 1407 142 10/28/94 MSB 1414 763
09/07/94 MSB 1407 144 10/28/94 MSB 1414 765
09/07/94 MSB 1407 146 10/28/94 MSB 1414 772
09/07/94 MSB 1407 148 10/28/94 MSB 1414 774
09/07/94 MSB 1407 150 10/28/94 MSB 1414 776
09/07/94 MSB 1407 152 10/28/94 MSB 1414 778
09/07/94 MSB 1407 154 10/28/94 MSB 1414 780
09/07/94 MSB 1407 156 12/05/94 MSB 1419 147
10/06/94 MSB 1411 817 12/05/94 MSB 1419 149
</TABLE>
<PAGE>
-11-
<TABLE>
<CAPTION>
(continued)
State and County
- ------------------
MARYLAND
Wicomico
Deed Records Deed Records
Received ------------ Received ------------
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C>
12/05/94 MSB 1419 151 01/05/95 MSB 1424 524
12/05/94 MSB 1419 153 01/05/95 MSB 1424 527
12/05/94 MSB 1419 155 01/05/95 MSB 1424 530
12/05/94 MSB 1419 157 01/05/95 MSB 1424 533
12/05/94 MSB 1419 159 01/05/95 MSB 1424 536
01/05/95 MSB 1424 514 01/27/95 MSB 1427 333
01/05/95 MSB 1424 517 02/24/95 MSB 1430 122
01/05/95 MSB 1424 521 02/24/95 MSB 1430 124
<CAPTION>
State and County
- ------------------
MARYLAND
Worcester
Deed Records Deed Records
Received ------------ Received ------------
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C>
08/25/94 RHO 2089 037 10/28/94 RHO 2105 080
10/07/94 RHO 2099 562 10/28/94 RHO 2105 088
10/07/94 RHO 2099 565 12/02/94 RHO 2115 126
10/07/94 RHO 2099 568 12/02/94 RHO 2115 129
10/28/94 RHO 2105 062 12/02/94 RHO 2115 132
10/28/94 RHO 2105 064 12/02/94 RHO 2115 135
10/28/94 RHO 2105 067 12/02/94 RHO 2115 138
10/28/94 RHO 2105 069 01/05/95 RHO 2124 596
10/28/94 RHO 2105 071 01/05/95 RHO 2124 599
10/28/94 RHO 2105 074 01/27/95 RHO 2130 139
10/28/94 RHO 2105 077 02/24/95 RHO 2138 086
02/24/95 RHO 2138 089
</TABLE>
<PAGE>
-12-
<TABLE>
<CAPTION>
State and County
- ------------------
VIRGINIA
Accomack
Deed Records Deed Records
Received ------------ Received ------------
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C>
10/06/94 SHC 676 176 02/20/95 SHC 685 566
10/28/94 SHC 677 599 02/20/95 SHC 685 569
12/06/94 SHC 680 448 02/20/95 SHC 685 581
12/06/94 SHC 680 452 02/20/95 SHC 685 584
01/05/95 SHC 682 559 02/20/95 SHC 685 587
01/05/94 SHC 682 562 02/20/95 SHC 685 590
01/05/95 SHC 682 565 02/20/95 SHC 685 593
01/30/95 SHC 684 003 02/20/95 SHC 685 596
02/20/95 SHC 685 563 02/20/95 SHC 685 599
<CAPTION>
State and County
- ------------------
VIRGINIA
Northampton
Deed Records Deed Records
Received ------------ Received ------------
for Record Book Page for Record Book Page
---------- ---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C>
08/29/94 KFA 270 085
</TABLE>
<PAGE>
-13-
The following is a schedule of bonds issued under the Eighty Eighth
Supplemental Indenture that can be designated as First Mortgage Bonds, Series I,
which may also be designated as Secured Medium Term Notes, Series I; and First
Mortgage bonds, Pledged Series I.
First Mortgage Bonds, Series I/Secured Medium Term Notes, Series I
- ------------------------------------------------------------------
Issuance Date Tranche Maturity Principal
- ------------- ------- -------- -----------
-- -- -- --
First Mortgage Bonds, Pledged Series I
- ----------------------------------------
Issuance Date Tranche Maturity Principal
- ------------- ------- -------- -----------
10/12/94 1994 10/1/29 $33,750,000
---- -----------
Total Bonds Issued: $33,750,000
- ------------------- ===========
As supplemented and amended by this Eighty-Ninth Supplemental Indenture, the
Original Indenture and all indentures supplemental thereto are in all respects
ratified and confirmed and the Original Indenture and the aforesaid supplemental
indentures and this Eighty-Ninth Supplemental Indenture shall be read, taken and
construed as one and the same instrument.
This Eighty-Ninth Supplemental Indenture shall be simultaneously executed in
several counterparts, and all such counterparts executed and delivered, each as
an original, shall constitute but one and the same instrument.
The recitals of fact contained herein shall be taken as the statements of
the Company, and the Trustee assumes no responsibility for the correctness of
the same.
The debtor and its mailing address are Delmarva Power & Light Company, 800
King Street, P. O. Box 231, Wilmington, Delaware 19899. The secured party and
its address, from which information concerning the security interest hereunder
may be obtained, are Chemical Bank, 450 West 33rd Street, New York, New York
10001, Attn: Corporate Trustee Administration Department.
The Company acknowledges that it received a true and correct copy of this
Eighty-Ninth Supplemental Indenture.
This Eighty-Ninth Supplemental Indenture is executed and delivered pursuant
to the provisions of Section 5.11 and paragraph (a) of Section 17.01 of the
Indenture for the purpose of conveying, transferring and assigning to the
Trustee and of subjecting to the lien of the Indenture with the same force and
effect as though included in the granting clause thereof the above described
property so acquired by the Company on or prior to the date of execution, and
not heretofore specifically subject to the lien of the Indenture; but nothing
contained in this Eighty-Ninth Supplemental Indenture shall be deemed in any
manner to affect (except for such purposes) or to impair the provisions, terms
and conditions of the Original Indenture, or of any indenture supplemental
thereto and the provisions, terms and conditions thereof are hereby expressly
confirmed.
The recitals hereinabove set forth are made solely by the Company and the
Trustee shall have no responsibility therefor.
<PAGE>
-14-
IN WITNESS WHEREOF, the Company has caused this instrument to be signed in
its name and behalf by its Senior Vice President and its corporate seal to be
hereunto affixed and attested by its Secretary and the Trustee has caused this
instrument to be signed in its name and behalf by a Vice President and its
corporate seal to be hereunto affixed and attested by a Trust Officer, effective
as of the 1st day of January, 1995.
DELMARVA POWER & LIGHT COMPANY
Date of Execution By /s/ B. S. Graham
April 3, 1995 -----------------
B. S. GRAHAM
SENIOR VICE PRESIDENT, TREASURER, AND
CHIEF FINANCIAL OFFICER
[Seal]
Attest:
/s/ D. P. Connelly
-------------------
D. P. CONNELLY
SECRETARY
CHEMICAL BANK
Date of Execution By /s/ John Generale
April 5, 1995 ------------------
JOHN GENERALE
VICE PRESIDENT
[Seal]
Attest:
/s/ Yvonne D. Benn
------------------
YVONNE D. BENN
TRUST OFFICER
<PAGE>
-15-
STATE OF DELAWARE )
) SS.
NEW CASTLE COUNTY )
BE IT REMEMBERED that on this 3rd day of April, 1995, personally came
before me, a notary public for the State of Delaware, B. S. GRAHAM, Senior Vice
President, Treasurer and Chief Financial Officer of DELMARVA POWER & LIGHT
COMPANY, a corporation of the State of Delaware and the Commonwealth of Virginia
(the "Company"), party to the foregoing instrument, known to me personally to be
such, and acknowledged the instrument to be her own act and deed and the act and
deed of the Company; that her signature is in her own proper handwriting; that
the seal affixed is the common or corporate seal of the Company; and that her
act of signing, sealing, executing and delivering such instrument was duly
authorized by resolution of the Board of Directors of the Company.
GIVEN under my hand and official seal the day and year aforesaid.
/s/ Claire L. Williamson
-------------------------
Notary Public, State of Delaware
My commission expires March 27, 1999
[Seal]
Certification
-------------
This document was prepared under the supervision of an attorney
admitted to practice before the Court of Appeals of Maryland, or by or on behalf
of one of the parties named in the within instrument.
/s/ Jeffery E. Snyder
----------------------
Jeffery E. Snyder
<PAGE>
-16-
STATE OF NEW YORK )
) SS.
COUNTY OF NEW YORK )
BE IT REMEMBERED that on this 5th day of April, 1995, personally came
before me, a Notary Public for the State of New York, JOHN GENERALE, a Vice
President of CHEMICAL BANK, a corporation of the State of New York (the
"Trustee"), party to the foregoing instrument, known to me personally to be
such, and acknowledged the instrument to be his own act and deed and the act and
deed of the Trustee; that his signature is his own proper handwriting; that the
seal affixed is the common or corporate seal of the Trustee; and that his act of
signing, sealing, executing and delivering said instrument was duly authorized
by resolution of the Board of Directors of the Trustee.
GIVEN under my hand and official seal the day and year aforesaid.
/s/ Annabelle DeLuca
---------------------
Notary Public, State of New York
[Seal]
<PAGE>
-17-
CERTIFICATE OF RESIDENCE
CHEMICAL BANK, successor Trustee to the Trustee within named, by
merger, hereby certifies that its precise residence is 450 West 33rd Street, in
the Borough of Manhattan, in The City of New York, in the State of New York.
CHEMICAL BANK
By /s/ John Generale
------------------
JOHN GENERALE
VICE PRESIDENT
<PAGE>
-18-
RECORDATION DATA
Executed Counterparts of the Eighty-Ninth Supplemental Indenture were
recorded in Real Property Mortgage Records as follows:
<TABLE>
<CAPTION>
Received Mortgage Records
State and County for Record Book Page
- ------------------ ---------- ---- ----
<S> <C> <C> <C>
DELAWARE:
Kent 04/20/95 146 15
New Castle 04/19/95 3741 1
Sussex 04/13/95 2077 316
PENNSYLVANIA:
Adams 04/17/95 1017 149
Armstrong 04/20/95 1474 155
Bedford 04/17/95 584 359
Blair 04/18/95 1135 271
Cambria 04/19/95 1352 982
Cumberland 04/18/95 1259 59
Delaware 04/19/95 1354 258
Franklin 04/19/95 999 61
Huntingdon 04/17/95 377 658
Indiana 04/18/95 506 106
Lancaster 04/17/95 4611 187
Montgomery 04/25/95 7571 865
Westmoreland 04/17/95 3557 235
York 04/17/95 1085 50
NEW JERSEY:
Burlington 04/18/95 5934 190
Camden 04/18/95 4350 706
Gloucester 04/18/95 2873 230
Mercer 04/18/95 3340 214
Middlesex 04/18/95 4885 521
Salem 04/18/95 828 299
Somerset 04/18/95 2527 719
Warren 04/18/95 1598 103
MARYLAND:
Caroline 04/14/95 280 759
Cecil 04/25/95 537 883
Dorchester 04/13/95 319 104
Kent 04/24/95 76 48
Queen Anne's 04/20/95 492 632
Somerset 04/11/95 428 59
Talbot 04/21/95 801 492
Wicomico 04/11/95 1435 459
Worcester 04/12/95 2151 335
VIRGINIA:
Accomack 04/20/95 689 187
Northampton 04/20/95 273 891
</TABLE>
<PAGE>
Exhibit 4-L
[CONFORMED COPY]
This Instrument Prepared By:
/s/ Christie Day Leiser
-----------------------
Christie Day Leiser
Delmarva Power & Light Company
800 King Street
Wilmington, DE 19801
- --------------------------------------------------------------------------------
DELMARVA POWER & LIGHT COMPANY
TO
CHEMICAL BANK,
Trustee.
----------------
NINETIETH SUPPLEMENTAL
INDENTURE
----------------
Dated as of June 1, 1995
(but executed on the dates shown on the execution page)
- --------------------------------------------------------------------------------
<PAGE>
This NINETIETH SUPPLEMENTAL INDENTURE, dated as of the first day of June,
1995 (but executed on the dates hereinafter shown), made and entered into by and
between DELMARVA POWER & LIGHT COMPANY, a corporation of the State of Delaware
and the Commonwealth of Virginia, hereinafter called the Company and CHEMICAL
BANK, a corporation of the State of New York, hereinafter called the Trustee;
WITNESSETH:
WHEREAS, the Company heretofore executed and delivered its Indenture of
Mortgage and Deed of Trust (hereinafter in this Ninetieth Supplemental Indenture
called the "Original Indenture"), dated as of October 1, 1943, to the New York
Trust Company, a corporation of the State of New York, as Trustee, to which
Chemical Bank is successor Trustee, to secure the First Mortgage Bonds of the
Company, unlimited in aggregate principal amount and issuable in series, from
time to time, in the manner and subject to the conditions set forth in the
Original Indenture granted and conveyed unto the Trustee, upon the trusts, uses
and purposes specifically therein set forth, certain real estate, franchises and
other property therein described, including property acquired after the date
thereof, except as therein otherwise provided; and
WHEREAS, by eighty-nine indentures supplemental to said Original Indenture
dated as of October 1, 1943, of which eighty-nine supplemental indentures the
Eighty-Ninth Supplemental Indenture is dated as of January 1, 1995, the said
Original Indenture has been modified and supplemented (hereinafter, as so
supplemented and amended, called the "Indenture"); and
WHEREAS, the execution and delivery of this Ninetieth Supplemental
Indenture has been duly authorized by the Board of Directors of the Company at a
meeting duly called and held according to law, and all conditions and
requirements necessary to make this Ninetieth Supplemental Indenture a valid,
binding and legal instrument in accordance with its terms, for the purposes
herein expressed, and the execution and delivery hereof, have been in all
respects duly authorized; and
WHEREAS, it is provided in and by said Original Indenture, inter alia, as
follows:
"IT IS HEREBY AGREED by the Company that all the property, rights and
franchises acquired by the Company after the date hereof (except any
hereinbefore or hereinafter expressly excepted) shall (subject to the
provisions of Section 9.01 hereof and to the extent permitted by law) be as
fully embraced within the lien hereof as if such property, rights and
franchises were now owned by the Company and/or specifically described
herein and conveyed hereby;"
and
WHEREAS, the Company has acquired certain other property, real, personal
and mixed, which has not heretofore been specifically conveyed to the Trustee;
NOW, THEREFORE, this NINETIETH SUPPLEMENTAL INDENTURE WITNESSETH that for
and in consideration of the premises and in pursuance of the provisions of said
Indenture, the Company has granted, bargained, sold, released, conveyed,
assigned, transferred, mortgaged, pledged, set over and confirmed, and by these
presents does grant, bargain, sell, release, convey, assign, transfer, mortgage,
pledge, set over and confirm unto the Trustee and to its successors in the trust
in the Indenture created, to its and their assigns forever, all the following
described properties of the Company, and does confirm that the Company will not
cause or consent to a partition, either voluntary or through legal proceedings,
of property, whether herein described or heretofore or hereafter acquired, in
which its ownership shall be as tenant in common, except as permitted by, and in
conformity with, the provisions of the said Indenture and particularly of
Article IX thereof:
-2-
<PAGE>
Being all those certain tracts, pieces or parcels of land located in Cecil
and Harford County, Maryland, conveyed to Delmarva Power & Light Company by
Conowingo Power Company by confirmatory deeds dated June 19, 1995, and recorded
among the land records of Cecil County, Maryland on June 23, 1995, Liber WLB546,
Folio 78, and among the land records of Harford County, Maryland on June 26,
1995, Liber CGH2261, Folio 759, and hereinafter set forth by the following
particular descriptions, to wit:
No. 1 - All that certain tract, piece or parcel of land situate on the west
side of Mauldin Avenue, north of Cecil Avenue, North East, lying and being in
the 5th Election District, of Cecil County, Maryland containing approximately
0.057 acres and shown on Delmarva Power & Light Company Plat CE-004.01, dated
May 16, 1995, Tax Parcel 400-413. Also being more particularly described as was
previously conveyed to Conowingo Power Company by Deed RRC-44-455, from Sara R.
and Sara M. Reese et al. Such properties and rights are designated "M 1603" for
the purposes of the original indenture and all indentures supplemental thereto.
No. 2 - All that certain tract, piece or parcel of land situate at the
southeast corner of Lock and Moss Streets, Chesapeake City, lying and being in
the 2nd Election District, of Cecil County, Maryland containing approximately
0.280 acres and shown on Delmarva Power & Light Company Plat CE-005.01, dated
May 16, 1995, Tax Parcel 200-450. Also being more particularly described as was
previously conveyed to Conowingo Power Company by Deed SRA-1-65, from The
Northern Maryland Power Company. Such properties and rights are designated "M
1604" for the purposes of the original indenture and all indentures supplemental
thereto.
No. 3 - All that certain tract, piece or parcel of land situate on the
north side of U.S. Route 1, east of U.S. Route 222 at Kilby Corner, lying and
being in the 8th Election District, of Cecil County, Maryland containing
approximately 0.172 acres and shown on Delmarva Power & Light Company Plat CE-
006.01, dated May 16, 1995, Tax Parcel 9-148. Also being more particularly
described as was previously conveyed to Conowingo Power Company by Deed RRC-99-
473, from Gwyn J. and Zelda V. Goodman. Such properties and rights are
designated "M 1605" for the purposes of the original indenture and all
indentures supplemental thereto.
No. 4 - All that certain tract, piece or parcel of land situate at the
southwest corner of Liberty Grove Road and Doctor Jack Road, lying and being in
the 7th Election District, of Cecil County, Maryland containing approximately
0.689 acres and shown on Delmarva Power & Light Company Plat CE-007.01, dated
May 16, 1995, Tax Parcel 22-73. Also being more particularly described as was
previously conveyed to Conowingo Power Company by Deed WAS-225-292, from Harold
and Gladys H. Montgomery. Such properties and rights are designated "M 1606"
for the purposes of the original indenture and all indentures supplemental
thereto.
No. 5 - All that certain tract, piece or parcel of land situate on the west
side of Oldfield Point Road, at Elk Ranch Park Road, lying and being in the 5th
Election District, of Cecil County, Maryland containing approximately 0.737
acres and shown on Delmarva Power & Light Company Plat CE-008.01, dated May 16,
1995, Tax Parcel 42-353. Also being more particularly described as was
previously conveyed to Conowingo Power Company by Deed WAS-352-139, from The
Arundel Corporation. Such properties and rights are designated "M 1607" for the
purposes of the original indenture and all indentures supplemental thereto.
No. 6 - All that certain tract, piece or parcel of land situate at the
north east corner of Otsego Street and Evans Street, Perryville, lying and being
in the 7th Election District, of Cecil County, Maryland containing approximately
0.353 acres and shown on Delmarva Power & Light Company Plat CE-009.01, dated
May 16, 1995, Tax Parcel 801-143. Also being more particularly described as was
previously conveyed to Conowingo Power Company by Deed SRA-1-65 from The
Northern Maryland
-3-
<PAGE>
Power Company. Such properties and rights are designated "M 1608" for the
purposes of the original indenture and all indentures supplemental thereto.
No. 7 - All that certain tract, piece or parcel of land situate off the
north side of State Route 273, at the former Octoraro Railroad, lying and being
in the 6th Election District, of Cecil County, Maryland containing approximately
0.075 acres and shown on Delmarva Power & Light Company Plat CE-010.01 dated May
16, 1995, Tax Parcel (not assigned). Also being more particularly described as
was previously conveyed to Conowingo Power Company by Deed SRA-1-65, from The
Northern Maryland Power Company. Such properties and rights are designated "M
1609" for the purposes of the original indenture and all indentures supplemental
thereto.
No. 8 - All that certain tract, piece or parcel of land situate off the
north side of State Route 273, at the former Octoraro Railroad, lying and being
in the 6th Election District, of Cecil County, Maryland containing approximately
0.117 acres and shown on Delmarva Power & Light Company Plat CE-010.02, dated
May 16, 1995, Tax Parcel 600-370. Also being more particularly described as was
previously conveyed to Conowingo Power Company by Deed WAS-269-575, from Henry
T. and Anna I. Caldwell. Such properties and rights are designated "M 1610" for
the purposes of the original indenture and all indentures supplemental thereto.
No. 9 - All that certain tract, piece or parcel of land situate on the
northwest side of the Amtrak Railroad, from Bratton Road to the Little Elk Creek
in Elkton, lying and being in the 3rd Election District, of Cecil County,
Maryland containing approximately 41.88 acres and shown on Delmarva Power &
Light Company Plat CE-012.01, dated May 16, 1995, Tax Parcel 303-2176. Also
being more particularly described as was previously conveyed to Conowingo Power
Company by Deed WAS-68-356, from Philadelphia, Baltimore and Washington Railroad
Company. Such properties and rights are designated "M 1611" for the purposes of
the original indenture and all indentures supplemental thereto.
No. 10 - All that certain tract, piece or parcel of land situate on the
northwest side of the Amtrak Railroad, west of Bratton Road in Elkton, lying and
being in the 3rd Election District, of Cecil County, Maryland containing
approximately 9.93 acres and shown on Delmarva Power & Light Company Plat CE-
012.02, dated May 16, 1995, Tax Parcel 307-740. Also being more particularly
described as was previously conveyed to Conowingo Power Company by Deed WAS-37-
316, from Argus F. and Laura S. Robinson. Such properties and rights are
designated "M 1612" for the purposes of the original indenture and all
indentures supplemental thereto.
No. 11 - All that certain tract, piece or parcel of land situate on the
southwest side of Blue Ball Road, northwest of Elkton Boulevard in Elkton, lying
and being in the 3rd Election District, of Cecil County, Maryland containing
approximately 8.35 acres and shown on Delmarva Power & Light Company Plat CE-
012.03, dated May 16, 1995, Tax Parcel 27-305. Also being more particularly
described as was previously conveyed to Conowingo Power Company by Deed WAS-86-
327, from Preston P. Heck, Trustee. Such properties and rights are designated
"M 1613" for the purposes of the original indenture and all indentures
supplemental thereto.
No. 12 - All that certain tract, piece or parcel of land situate on the
east side of Appleton Road, north of State Route 273, lying and being in the 4th
Election District, of Cecil County, Maryland containing approximately 0.743
acres and shown on Delmarva Power & Light Company Plat CE-013.01, dated May 16,
1995, Tax Parcel 14-365. Also being more particularly described as was
previously conveyed to Conowingo Power Company by Deed WAS-211-222, from Edgar
M. and Edith Z. Fulton. Such properties and rights are designated "M 1614" for
the purposes of the original indenture and all indentures supplemental thereto.
No. 13 - All that certain tract, piece or parcel of land situate on the
east side of Hopewell Road, north of Post Road at Cathers Corner, lying and
being in the 6th Election District, of Cecil County, Maryland containing
approximately 0.689 acres and shown on Delmarva Power & Light Company Plat
-4-
<PAGE>
CE-014.01, dated May 16, 1995, Tax Parcel 17-511. Also being more particularly
described as was previously conveyed to Conowingo Power Company by Deed WAS-40-
116, from James and Joyce G. Walker et al. Such properties and rights are
designated "M 1615" for the purposes of the original indenture and all
indentures supplemental thereto.
No. 14 - All that certain tract, piece or parcel of land situate on the
east side of Singerly Road (State Route 213), north of Carter Mill Road, lying
and being in the 4th Election District, of Cecil County, Maryland containing
approximately 0.680 acres and shown on Delmarva Power & Light Company Plat CE-
015.01, dated May 16, 1995, Tax Parcel 13-216. Also being more particularly
described as was previously conveyed to Conowingo Power Company by Deed WAS-37-
389, from Andrew L. and Maude E. Johnson. Such properties and rights are
designated "M 1616" for the purposes of the original indenture and all
indentures supplemental thereto.
No. 15 - All that certain tract, piece or parcel of land situate at the
southwest corner of Wilson Avenue and Roosevelt Boulevard, Elkton, lying and
being in the 3rd Election District, of Cecil County, Maryland containing
approximately 0.779 acres and shown on Delmarva Power & Light Company Plat CE-
016.01, dated May 16, 1995, Tax Parcel 308-2249. Also being more particularly
described as was previously conveyed to Conowingo Power Company by Deed WAS-53-
506, from Leo and Joan Leviton. Such properties and rights are designated "M
1617" for the purposes of the original indenture and all indentures supplemental
thereto.
No. 16 - All that certain tract, piece or parcel of land situate on the
northeast side of Irishtown Road, southeast of State Route 272, lying and being
in the 5th Election District, of Cecil County, Maryland containing approximately
0.670 acres and shown on Delmarva Power & Light Company Plat CE-017.01, dated
May 16, 1995, Tax Parcel 31-283. Also being more particularly described as was
previously conveyed to Conowingo Power Company by Deed WAS-241-517, from Ohren
A. and Florence B. Robinson. Such properties and rights are designated "M 1618"
for the purposes of the original indenture and all indentures supplemental
thereto.
No. 17 - All that certain tract, piece or parcel of land situate on the
south side of Stevenson Road, west of Mechanics Valley Road, lying and being in
the 5th Election District, of Cecil County, Maryland containing approximately
0.745 acres and shown on Delmarva Power & Light Company Plat CE-018.01, dated
May 16, 1995, Tax Parcel 25-520. Also being more particularly described as was
previously conveyed to Conowingo Power Company by Deed WAS-229-245, from Evelyn
M. McCreary. Such properties and rights are designated "M 1619" for the
purposes of the original indenture and all indentures supplemental thereto.
No. 18 - All that certain tract, piece or parcel of land situate on the
southwest corner of State Route 273 and relocated Harrisville Road, lying and
being in the 6th Election District, of Cecil County, Maryland containing
approximately 0.650 acres and shown on Delmarva Power & Light Company Plat CE-
019.01, dated May 16, 1995, Tax Parcel 10-354. Also being more particularly
described as was previously conveyed to Conowingo Power Company by Deed WAS-77-
109, from James I. and May E. Teague. Such properties and rights are designated
"M 1620" for the purposes of the original indenture and all indentures
supplemental thereto.
No. 19 - All that certain tract, piece or parcel of land situate on the
north side of Old Philadelphia Road (State Route 7), southwest of Louisa Lane,
Charlestown, lying and being in the 5th Election District, of Cecil County,
Maryland containing approximately 0.689 acres and shown on Delmarva Power &
Light Company Plat CE-020.01, dated May 16, 1995, Tax Parcel 500-237. Also
being more particularly described as was previously conveyed to Conowingo Power
Company by Deed WAS-90-130, from John S. and Bennietisher Scott. Such
properties and rights are designated "M 1621" for the purposes of the original
indenture and all indentures supplemental thereto.
-5-
<PAGE>
No. 20 - All that certain tract, piece or parcel of land situate on the
west side of Appleton Road (State Route 316), south of Fletchwood Road, lying
and being in the 3rd Election District, of Cecil County, Maryland containing
approximately 0.792 acres and shown on Delmarva Power & Light Company Plat CE-
021.01, dated May 16, 1995, Tax Parcel 21-436. Also being more particularly
described as was previously conveyed to Conowingo Power Company by Deed WAS-99-
147, from Elk Mill Realty Corp. Such properties and rights are designated "M
1622" for the purposes of the original indenture and all indentures supplemental
thereto.
No. 21 - All that certain tract, piece or parcel of land situate at the
northeast corner of North East Road (State Route 272) and Warburton Road, lying
and being in the 9th Election District, of Cecil County, Maryland containing
approximately 0.978 acres and shown on Delmarva Power & Light Company Plat CE-
022.01, dated May 16, 1995, Tax Parcel 19-199. Also being more particularly
described as was previously conveyed to Conowingo Power Company by Deed WAS-119-
231, from Alexander G. and Ella W. Smith. Such properties and rights are
designated "M 1623" for the purposes of the original indenture and all
indentures supplemental thereto.
No. 22 - All that certain tract, piece or parcel of land situate on the
south side of Principio Furnance Road (State Route 7), west of U. S. Route 40,
lying and being in the 5th Election District, of Cecil County, Maryland
containing approximately 0.688 acres and shown on Delmarva Power & Light Company
Plat CE-023.01, dated May 16, 1995, Tax Parcel 30-82. Also being more
particularly described as was previously conveyed to Conowingo Power Company by
Deed WAS-166-296, from Mason-Dixon Sand & Gravel Co. of Pennsylvania. Such
properties and rights are designated "M 1624" for the purposes of the original
indenture and all indentures supplemental thereto.
No. 23 - All that certain tract, piece or parcel of land situate at the
northwest corner of Town Point Road and Short Cut Road, lying and being in the
2nd Election District, of Cecil County, Maryland containing approximately 1.000
acres and shown on Delmarva Power & Light Company Plat CE-024.01, dated May 16,
1995, Tax Parcel 47-238. Also being more particularly described as was
previously conveyed to Conowingo Power Company by Deed WAS-251-512, from George
E. and Naomi B. Ireland. Such properties and rights are designated "M 1625" for
the purposes of the original indenture and all indentures supplemental thereto.
No. 24 - All that certain tract, piece or parcel of land situate on the
north side of Telegraph Road (State Route 273) at Middle Road, lying and being
in the 4th Election District, of Cecil County, Maryland containing approximately
0.681 acres and shown on Delmarva Power & Light Company Plat CE-025.01, dated
May 16, 1995, Tax Parcel 13-309. Also being more particularly described as was
previously conveyed to Conowingo Power Company by Deed WAS-147-201, from Joseph
D. and Kathryn T. Hodgson. Such properties and rights are designated "M 1626"
for the purposes of the original indenture and all indentures supplemental
thereto.
No. 25 - All that certain tract, piece or parcel of land situate on the
west side of Augustine Herman Highway (State Route 213) south of Lewis Shore
Road, lying and being in the 2nd Election District, of Cecil County, Maryland
containing approximately 0.775 acres and shown on Delmarva Power & Light Company
Plat CE-026.01, dated May 16, 1995, Tax Parcel 38-336. Also being more
particularly described as was previously conveyed to Conowingo Power Company by
Deed WAS-150-517, from Edward and Mary Ann Seward. Such properties and rights
are designated "M 1627" for the purposes of the original indenture and all
indentures supplemental thereto.
No. 26 - All that certain tract, piece or parcel of land situate on the
west side of Turkey Point Road (State Route 272), north of Old Elk Neck Road,
lying and being in the 5th Election District, of Cecil County, Maryland
containing approximately 0.680 acres and shown on Delmarva Power & Light Company
Plat CE-027.01, dated May 16, 1995, Tax Parcel 41-195. Also being more
particularly described as was previously conveyed to Conowingo Power Company by
Deed WAS-248-513, from
-6-
<PAGE>
Ernest M. and Emily R. Wood. Such properties and rights are designated "M 1628"
for the purposes of the original indenture and all indentures supplemental
thereto.
No. 27 - All that certain tract, piece or parcel of land situate on the
west side of North East Road (State Route 272) at Nazarene Camp Road, lying and
being in the 5th Election District, of Cecil County, Maryland containing
approximately 0.559 acres and shown on Delmarva Power & Light Company Plat CE-
029.01, dated May 16, 1995, Tax Parcel 25-572. Also being more particularly
described as was previously conveyed to Conowingo Power Company by Deed WAS-326-
56, from Cambert, Inc. Such properties and rights are designated "M 1629" for
the purposes of the original indenture and all indentures supplemental thereto.
No. 28 - All that certain tract, piece or parcel of land situate on the
east side of Quaker Lane, north of North East Road, lying and being in the 9th
Election District, of Cecil County, Maryland containing approximately 0.643
acres and shown on Delmarva Power & Light Company Plat CE-030.01, dated May 16,
1995, Tax Parcel 11-295. Also being more particularly described as was
previously conveyed to Conowingo Power Company by Deed WAS-307-82, from James H.
McMillan. Such properties and rights are designated "M 1630" for the purposes
of the original indenture and all indentures supplemental thereto.
No. 29 - All that certain tract, piece or parcel of land situate on the
east side of Carpenters Point Road, south of Mountain Hill Road, lying and being
in the 5th Election District, of Cecil County, Maryland containing approximately
0.671 acres and shown on Delmarva Power & Light Company Plat CE-031.01, dated
May 16, 1995, Tax Parcel 35-580. Also being more particularly described as was
previously conveyed to Conowingo Power Company by Deed NDS-17-494, from
Greenbank Farm, Inc. Such properties and rights are designated "M 1631" for the
purposes of the original indenture and all indentures supplemental thereto.
No. 30 - All that certain tract, piece or parcel of land situate at the
southerly corner of Basil Avenue (State Route 537) & Randalia Road, lying and
being in the 2nd Election District, of Cecil County, Maryland containing
approximately 0.497 acres and shown on Delmarva Power & Light Company Plat CE-
032.01, dated May 16, 1995, Tax Parcel 43-355. Also being more particularly
described as was previously conveyed to Conowingo Power Company by Deed NDS-7-
322, from Margaret Tymchak. Such properties and rights are designated "M 1632"
for the purposes of the original indenture and all indentures supplemental
thereto.
No. 31 - All that certain tract, piece or parcel of land situate on the
southeast side of Basil Avenue (State Route 537), southwest of Randalia Road,
lying and being in the 2nd Election District, of Cecil County, Maryland
containing approximately 0.476 acres and shown on Delmarva Power & Light Company
Plat CE-032.02, dated May 16, 1995, Tax Parcel 43-356. Also being more
particularly described as was previously conveyed to Conowingo Power Company by
Deed NDS-7-320, from Kathryn Pashuck. Such properties and rights are designated
"M 1633" for the purposes of the original indenture and all indentures
supplemental thereto.
No. 32 - All that certain tract, piece or parcel of land situate at the
southeast corner of Blue Ball Road (State Route 545) and Dogwood Farm Lane,
lying and being in the 3rd Election District, of Cecil County, Maryland
containing approximately 0.612 acres and shown on Delmarva Power & Light Company
Plat CE-033.01, dated May 16, 1995, Tax Parcel 26-422. Also being more
particularly described as was previously conveyed to Conowingo Power Company by
Deed WAS-330-806, from Robert G. Litzenberg, Sr. Executor. Such properties and
rights are designated "M 1634" for the purposes of the original indenture and
all indentures supplemental thereto.
No. 33 - All that certain tract, piece or parcel of land situate on the
south side of Theodore Road, east of Tome Memorial Highway, lying and being in
the 7th Election District, of Cecil County, Maryland containing approximately
0.039 acres and shown on Delmarva Power & Light Company Plat
-7-
<PAGE>
CE-034.01, dated May 16, 1995, Tax Parcel 23-638. Also being more particularly
described as was previously conveyed to Conowingo Power Company by Deed NDS-278-
523, from Jesse J. and Patricia A. McMillan. Such properties and rights are
designated "M 1635" for the purposes of the original indenture and all
indentures supplemental thereto.
No. 34 - All that certain tract, piece or parcel of land situate on the
east side of Interstate Blvd., north of Lums Road, in the North East Commerce
Center, lying and being in the 5th Election District, of Cecil County, Maryland
containing approximately 11.327 acres and shown on Delmarva Power & Light
Company Plat CE-035.01, dated May 16, 1995, Tax Parcel 25-768. Also being more
particularly described as was previously conveyed to Conowingo Power Company by
Deed 451-740, from Peninsula Investors. Such properties and rights are
designated "M 1636" for the purposes of the original indenture and all
indentures supplemental thereto.
No. 35 - All that certain tract, piece or parcel of land situate on the
east side of Interstate Blvd., north of Lums Road, in the North East Commerce
Center, lying and being in the 5th Election District, of Cecil County, Maryland
containing approximately 1.824 acres and shown on Delmarva Power & Light Company
Plat CE-035.02, dated May 16, 1995, Tax Parcel 25-768. Also being more
particularly described as was previously conveyed to Conowingo Power Company by
Deed 451-705, from Peninsula Industrial Park, Inc. Such properties and rights
are designated "M 1637" for the purposes of the original indenture and all
indentures supplemental thereto.
No. 36 - All that certain tract, piece or parcel of land situate on the
southeast corner of Colora and Nesbitt Road, lying and being in the 6th Election
District, of Cecil County, Maryland containing approximately 28.23 acres and
shown on Delmarva Power & Light Company Plat CE-036.01, dated May 16, 1995, Tax
Parcel 10-17. Also being more particularly described as was previously conveyed
to Conowingo Power Company by Deed WAS-242-568, from Carolyn A. Kelly. Such
properties and rights are designated "M 1638" for the purposes of the original
indenture and all indentures supplemental thereto.
No. 37 - All that certain tract, piece or parcel of land situate
approximately 2,000 feet off the west side of Blue Ball Road, south of I-95,
lying and being in the 3rd Election District, of Cecil County, Maryland
containing approximately 2.783 acres and shown on Delmarva Power & Light Company
Plat CE-045.01, dated May 16, 1995, Tax Parcel 20-549. Also being more
particularly described as was previously conveyed to Conowingo Power Company by
Deed 384-222, from Michael J. & Joan A. Rzucidlo. Such properties and rights
are designated "M 1639" for the purposes of the original indenture and all
indentures supplemental thereto.
No. 38 - All that certain tract, piece or parcel of land situate on the
southeast side of Maryland Route 279 and along the Little Elk Creek, Elkton,
lying and being in the 3rd Election District, of Cecil County, Maryland
containing approximately 6.151 acres and shown on Delmarva Power & Light Company
Plat CE-012.04 dated May 16, 1995, Tax Parcel 27-1122. Also being more
particularly described as was previously conveyed to Conowingo Power Company by
Deed NDS-351-850, from Young Mens' Christian Association of Cecil Co. Inc. Such
properties and rights are designated "M 1640" for the purposes of the original
indenture and all indentures supplemental thereto.
No. 39 - All that certain tract, piece or parcel of land situate on the
northeast side of Whiteford Road (State Route 136), northwest of Deep Run Road,
lying and being in the 5th Election District, of Harford County, Maryland
containing approximately 0.780 acres and shown on Delmarva Power & Light Company
Plat HA-001.01, dated May 16, 1995, Tax Parcel 11-107. Also being more
particularly described as was previously conveyed to Conowingo Power Company by
Deed GRG-560-458, from Rigby W. and Albert W. Stokes. Such properties and
rights are designated "M 1501" for the purposes of the original indenture and
all indentures supplemental thereto.
-8-
<PAGE>
No. 40 - All that certain tract, piece or parcel of land situate at the
northwest corner of Ady Road (State Route 543) and Old Pylesville Road,
Pylesville, lying and being in the 5th Election District, of Harford County,
Maryland containing approximately 0.531 acres and shown on Delmarva Power &
Light Company Plat HA-002.01, dated May 16, 1995, Tax Parcel 10-171. Also being
more particularly described as was previously conveyed to Conowingo Power
Company by Deed HDC-866-479, from August C. Mack. Such properties and rights
are designated "M 1502" for the purposes of the original indenture and all
indentures supplemental thereto.
No. 41 - All that certain tract, piece or parcel of land situate on the
north side of Dublin Road (State Route 440), west of U. S. Route 1, lying and
being in the 5th Election District, of Harford County, Maryland containing
approximately 0.459 acres and shown on Delmarva Power & Light Company Plat HA-
003.01, dated May 16, 1995, Tax Parcel 19-499. Also being more particularly
described as was previously conveyed to Conowingo Power Company by Deed HDC-981-
980, from Dennis M. and Lora M. Sturgill et al. Such properties and rights are
designated "M 1503" for the purposes of the original indenture and all
indentures supplemental thereto.
Together with all other property, real, personal and mixed, tangible and
intangible (except such property as in said Indenture expressly excepted from
the lien and operation thereof), acquired by the Company in connection with
merger of Conowingo Power Company, a corporation of the State of Maryland, with
and into the Company.
The following is a schedule of bonds issued under the Eighty-Eighth
Supplemental Indenture and Credit Line Deed of Trust, effective as of October 1,
1994, that can be designated as First Mortgage Bonds, Series I, which may also
be designated as Secured Medium Term Notes, Series I; and First Mortgage Bonds,
Pledged Series I.
First Mortgage Bonds, Series I/Secured Medium Term Notes, Series I
<TABLE>
<CAPTION>
Issuance Date Tranche Maturity Principal
- ------------- ------- -------- ------------
<S> <C> <C> <C>
06/19/95 7.71% Bonds 06/01/25 $100,000,000
06/19/95 6.95% Amortizing Bonds 06/01/08 $ 25,800,000
------------
</TABLE>
<TABLE>
<CAPTION>
First Mortgage Bonds, Pledged Series I
- --------------------------------------
Issuance Date Tranche Maturity Principal
- ------------- ------- -------- ------------
<S> <C> <C> <C>
10/12/94 1994 10/01/29 $ 33,750,000
------------
Total Bonds Issued: $159,550,000
- ------------------- ============
</TABLE>
As supplemented and amended by this Ninetieth Supplemental Indenture, the
Original Indenture and all indentures supplemental thereto are in all respects
ratified and confirmed and the Original Indenture and the aforesaid supplemental
indentures and this Ninetieth Supplemental Indenture shall be read, taken and
construed as one and the same instrument.
This Ninetieth Supplemental Indenture shall be simultaneously executed in
several counterparts, and all such counterparts executed and delivered, each as
an original, shall constitute but one and the same instrument.
-9-
<PAGE>
The recitals of fact contained herein shall be taken as the statements of
the Company, and the Trustee assumes no responsibility for the correctness of
the same.
The debtor and its mailing address are Delmarva Power & Light Company, 800
King Street, P. O. Box 231, Wilmington, Delaware 19899. The secured party and
its address, from which information concerning the security interest hereunder
may be obtained, are Chemical Bank, 450 West 33rd Street, New York, New York
10001, Attn: Corporate Trust Department.
The Company acknowledges that it received a true and correct copy of this
Ninetieth Supplemental Indenture.
This Ninetieth Supplemental Indenture is executed and delivered pursuant to
the provisions of Section 5.11 and paragraph (a) of Section 17.01 of the
Indenture for the purpose of conveying, transferring and assigning to the
Trustee and of subjecting to the lien of the Indenture with the same force and
effect as though included in the granting clause thereof the above described
property so acquired by the Company on or prior to the date of execution, and
not heretofore specifically subject to the lien of the Indenture; but nothing
contained in this Ninetieth Supplemental Indenture shall be deemed in any manner
to affect (except for such purposes) or to impair the provisions, terms and
conditions of the Original Indenture, or of any indenture supplemental thereto
and the provisions, terms and conditions thereof are hereby expressly confirmed.
The recitals hereinabove set forth are made solely by the Company and the
Trustee shall have no responsibility therefor.
-10-
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be signed in
its name and behalf by its Senior Vice President, Treasurer and Chief Financial
Officer, and its corporate seal to be hereunto affixed and attested by its
Secretary and the Trustee has caused this instrument to be signed in its name
and behalf by a Vice President and its corporate seal to be hereunto affixed and
attested by a Trust Officer, effective as of the 1st day of June, 1995.
DELMARVA POWER & LIGHT COMPANY
Date of Execution By /s/ Barbara S. Graham
--------------------------------------
June 22, 1995 BARBARA S. GRAHAM, SENIOR VICE PRESIDENT
TREASURER & CHIEF FINANCIAL OFFICER
[Seal]
Attest:
/s/ Donald P. Connelly
----------------------------------------
DONALD P. CONNELLY, SECRETARY
-11-
<PAGE>
CHEMICAL BANK
Date of Execution By /s/ John Generale
------------------------------
June 23, 1995 JOHN GENERALE, VICE PRESIDENT
[Seal]
Attest:
/s/ Wanda Eiland
-------------------------------
WANDA EILAND, TRUST OFFICER
-12-
<PAGE>
STATE OF DELAWARE )
) SS.
NEW CASTLE COUNTY )
BE IT REMEMBERED that on this 22nd day of June, 1995, personally came
before me, a notary public for the State of Delaware, BARBARA S. GRAHAM, Senior
Vice President, Treasurer and Chief Financial Officer of DELMARVA POWER & LIGHT
COMPANY, a corporation of the State of Delaware and the Commonwealth of Virginia
(the "Company"), party to the foregoing instrument, known to me personally to be
such, and acknowledged the instrument to be her own act and deed and the act and
deed of the Company; that her signature is in her own proper handwriting; that
the seal affixed is the common or corporate seal of the Company; and that her
act of signing, sealing, executing and delivering such instrument was duly
authorized by resolution of the Board of Directors of the Company.
GIVEN under my hand and official seal the day and year aforesaid.
/s/ Sheryl R. Hynson
--------------------------------------
Notary Public, State of Delaware
My commission expires March 23, 1999
[Seal]
Certification
- -------------
This document was prepared under the supervision of an attorney admitted
to practice before the Court of Appeals of Maryland, or by or on behalf of one
of the parties named in the within instrument.
/s/ Christie Day Leiser
--------------------------------------
Christie Day Leiser
-13-
<PAGE>
STATE OF NEW YORK )
) SS.
COUNTY OF NEW YORK )
BE IT REMEMBERED that on this 23rd day of June, 1995, personally came
before me, a Notary Public for the State of New York, JOHN GENERALE, a Vice
President of CHEMICAL BANK, a corporation of the State of New York (the
"Trustee"), party to the foregoing instrument, known to me personally to be
such, and acknowledged the instrument to be his own act and deed and the act and
deed of the Trustee; that his signature is his own proper handwriting; that the
seal affixed is the common or corporate seal of the Trustee; and that his act of
signing, sealing, executing and delivering said instrument was duly authorized
by resolution of the Board of Directors of the Trustee.
GIVEN under my hand and official seal the day and year aforesaid.
/s/ Annabelle DeLuca
----------------------------------
Notary Public, State of New York
[Seal]
-14-
<PAGE>
CERTIFICATE OF RESIDENCE
CHEMICAL BANK, successor Trustee to the Trustee within named, by merger,
hereby certifies that its precise residence is 450 West 33rd Street, in the
Borough of Manhattan, in The City of New York, in the State of New York.
CHEMICAL BANK
By /s/ John Generale
--------------------------------
JOHN GENERALE, VICE PRESIDENT
-15-
<PAGE>
RECORDATION DATA
Executed Counterparts of the Ninetieth Supplemental Indenture were
recorded in Real Property Mortgage Records as follows:
<TABLE>
<CAPTION>
Received Mortgage Records
State and County for Record Book Page
- ------------------ ---------- ---- ----
<S> <C> <C> <C>
DELAWARE:
Kent 07/07/95 166 83
New Castle 07/07/95 3820 16
Sussex 06/03/95 2109 179
PENNSYLVANIA:
Adams 06/28/95 1047 253
Armstrong 07/05/95 1492 52
Bedford 06/28/95 590 585
Blair 06/30/95 1142 916
Cambria 06/29/95 1363 541
Cumberland 06/28/95 1269 221
Delaware 06/29/95 1373 2085
Franklin 06/29/95 1009 606
Huntingdon 06/29/95 382 972
Indiana 06/28/95 510 141
Lancaster 06/28/95 4670 488
Montgomery 07/10/95 7604 20
Westmoreland 06/28/95 3596 566
York 06/29/95 1127 694
NEW JERSEY:
Burlington 07/19/95 6021 101
Camden 07/13/95 4382 565
Gloucester 07/13/95 2923 270
Mercer 07/13/95 3396 213
Middlesex 07/13/95 4923 1
Salem 07/13/95 839 333
Somerset 07/13/95 2550 313
Warren 07/13/95 1618 266
MARYLAND:
Caroline 06/30/95 284 228
Cecil 07/05/95 548 620
Dorchester 07/05/95 322 864
Harford 07/07/95 2268 450
Kent 07/03/95 80 73
Queen Anne's 07/06/95 499 722
Somerset 06/28/95 430 331
Talbot 07/10/95 806 588
Wicomico 07/03/95 1445 395
Worcester 06/29/95 2175 152
VIRGINIA:
Accomack 07/05/95 694 226
Northampton 07/05/95 275 272
</TABLE>
-16-
<PAGE>
Exhibit 5-A
-----------
[DELMARVA POWER & LIGHT COMPANY LETTERHEAD APPEARS HERE]
January 25, 1996
Delmarva Power & Light Company
800 King Street
P. O. Box 231
Wilmington, DE 19899
Re: Issuance and Sale of up to 6,000,000 Shares of Common Stock
Under the Dividend Reinvestment and Common Share Purchase Plan
--------------------------------------------------------------
Ladies and Gentlemen:
In connection with the registration by Delmarva Power & Light Company (the
"Company") of 6,000,000 shares of its Common Stock, par value $2.25 per share
(the "Shares"), under its Dividend Reinvestment and Common Share Purchase Plan
(the "Plan") pursuant to the Registration Statement to be filed on Form S-3 on
or about the date hereof with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), the corporate proceedings and
other actions taken by the Company with respect to the authorization and
issuance of the Shares have been reviewed by me or taken under my advice and
direction as General Counsel.
I am of the opinion that, when the Registration Statement on Form S-3 with
respect to the Shares being filed with the Securities and Exchange Commission
under the Act, and appropriate amendments to such Registration Statement, if
any, have been filed and become effective, then:
(1) the Shares may be issued for the purposes and upon the terms stated in
the Registration Statement; and
(2) when so issued and paid for, the Shares will be validly issued, fully
paid and non-assessable capital stock of the Company.
<PAGE>
Delmarva Power & Light Company
January 25, 1996
Page 2
To the extent that matters addressed in this opinion are governed by
Virginia law, I have relied on the opinion of the Company's Assistant General
Counsel, Peter F. Clark.
I hereby authorize and consent to the use of this opinion as an exhibit to
the Company's Registration Statement on Form S-3 and to any references to me in
the Registration Statement and the Prospectus constituting a part thereof.
Very truly yours,
/s/DALE G. STOODLEY
Dale G. Stoodley
<PAGE>
Exhibit 5-B
-----------
[DELMARVA POWER & LIGHT COMPANY LETTERHEAD APPEARS HERE]
January 25, 1996
Delmarva Power & Light Company
800 King Street
P. O. Box 231
Wilmington, DE 19899
Re: Issuance and Sale of up to 6,000,000 Shares of Common Stock
Under the Dividend Reinvestment and Common Share Purchase Plan
--------------------------------------------------------------
Ladies and Gentlemen:
In connection with the registration by Delmarva Power & Light Company (the
"Company") of 6,000,000 shares of its Common Stock, par value $2.25 per share
(the "Shares"), under its Dividend Reinvestment and Common Share Purchase Plan
(the "Plan") pursuant to the Registration Statement to be filed on Form S-3 on
or about the date hereof with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), the corporate proceedings and
other actions taken by the Company with respect to the authorization and
issuance of the Shares have been reviewed by me or taken under my advice and
direction as Assistant General Counsel.
I am of the opinion, but only to the extent that the matters addressed in
this opinion are governed by Virginia law, that, when the Registration Statement
on Form S-3 with respect to the Shares being filed with the Securities and
Exchange Commission under the Act, and appropriate amendments to such
Registration Statement, if any, have been filed and become effective, then:
(1) the Shares may be issued for the purposes and upon the terms stated in
the Registration Statement; and
(2) when so issued and paid for, the Shares will be validly issued, fully
paid and non-assessable capital stock of the Company.
I hereby consent to the use of this opinion as an exhibit to the
Company's Registration Statement and to the use of my name therein.
Very truly yours,
/s/PETER F. CLARK
Peter F. Clark
