SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3/A
(AMENDMENT NO. 2)
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 13E-3 (Sec.240.13E-3) THEREUNDER)
DELMARVA POWER & LIGHT COMPANY
(NAME OF THE ISSUER AND PERSON(S) FILING STATEMENT)
3.70% Preferred Stock
4% Preferred Stock
4.20% Preferred Stock
4.28% Preferred Stock
4.56% Preferred Stock
5% Preferred Stock
6 3/4% Preferred Stock
7 3/4% Preferred Stock -- $25 Par
Adjustable Rate Preferred Stock, Series A
(TITLE OF CLASS OF SECURITIES)
247109 200 (3.70% Preferred Stock)
247109 309 ( 4% Preferred Stock)
247109 408 (4.20% Preferred Stock)
247109 507 (4.28% Preferred Stock)
247109 606 (4.56% Preferred Stock)
247109 705 ( 5% Preferred Stock)
247109 770 (6 3/4% Preferred Stock)
247109 788 (7 3/4% Preferred Stock -- $25 Par)
247109 820 Adjustable Rate Preferred Stock, Series A
(CUSIP NUMBER OF CLASS OF SECURITIES)
Barbara S. Graham
Senior Vice President, Treasurer and Chief Financial Officer
800 King Street
P.O. Box 231
Wilmington, Delaware 19899
(302)429-3448
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF
THE PERSON(S) FILING STATEMENT)
-----------------------------
This statement is filed in connection with (check the appropriate box):
a. [ ] The filing of solicitation materials or an information
statement subject to Regulation 14A [17 CFR 240.14a-1 to
240.14b-1], Regulation 14C [17 CFR 240.14c-1 to 240.14c-101]
or Rule 13e-3(c) [Sec.240.13e-3(c)] under the Securities
Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities
Act of 1933.
c. [X] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or
information statement referred to in checking box (a) are
preliminary copies: [ ]
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CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$102,585,775 $20,517
* Pursuant to Section 13(e)(3) of the Securities Exchange Act of 1934,
as amended, and Rule 0-11(b)(1) thereunder, the transaction value was
calculated by multiplying 50,000 shares of 3.70% Preferred Stock,
40,000 shares of 4% Preferred Stock, 50,000 shares of 4.20% Preferred
Stock, 50,000 shares of 4.28% Preferred Stock, 50,000 shares of 4.56%
Preferred Stock, 80,000 shares of 5% Preferred Stock, 200,000 shares
of 6 3/4% Preferred Stock, 1,600,000 shares of 7 3/4% Preferred Stock
-- $25 Par and 160,850 shares of Adjustable Rate Preferred Stock,
Series A, by $58.36, $60.88, $66.25, $67.51, $71.92, $78.86, $104.65,
$28.12 and $91.50, the respective per share purchase prices.
/x/ CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE
0-11(A)(2) AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS
PREVIOUSLY PAID. IDENTIFY THE PREVIOUS FILING BY REGISTRATION
STATEMENT NUMBER, OR THE FORM OR SCHEDULE AND THE DATE OF ITS FILING.
Amount Previously Paid: $20,517 Filing Party: Delmarva Power &
Light Company
Form or Registration No.: Schedule 13E-4 Date Filed: August 22, 1996
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This Rule 13e-3 Transaction Statement (the "Statement") originally
filed by Delmarva Power & Light Company on August 22, 1996 is hereby
amended as set forth herein:
EXCEPT AS SPECIFIED TO THE CONTRARY IN THIS AMENDMENT, THE INFORMATION
IN THE SCHEDULE 13E-3 REMAINS UNCHANGED
Item 8. Additional Information
The Issuer Tender Offer expired on October 11, 1996. The results of
the Issuer Tender Offer were as follows: (i) 10,134 shares of the 3.70%
Preferred Stock ($100 par value) were tendered, representing 20.3% of the
outstanding shares of such series, including no shares tendered under the
guaranteed delivery procedures; (ii) 20,126 shares of the 4% Preferred
Stock ($100 par value) were tendered, representing 50.3% of the outstanding
shares of such series, including no shares tendered under the guaranteed
delivery procedures; (iii) 24,596 shares of the 4.20% Preferred Stock ($100
par value) were tendered, representing 49.2% of the outstanding shares of
such series, including no shares tendered under the guaranteed delivery
procedures; (iv) 21,540 shares of the 4.28% Preferred Stock ($100 par
value) were tendered, representing 43.1% of the outstanding shares of such
series, including no shares tendered under the guaranteed delivery
procedures; (v) 30,429 shares of the 4.56% Preferred Stock ($100 par value)
were tendered, representing 60.9% of the outstanding shares of such series,
including no shares tendered under the guaranteed delivery procedures; (vi)
31,477 shares of the 5% Preferred Stock ($100 par value) were tendered,
representing 39.3% of the outstanding shares of such series, including 65
shares tendered under the guaranteed delivery procedures; (vii) 165,000
shares of the 6 3/4% Preferred Stock ($100 par value) were tendered,
representing 82.5% of the outstanding shares of such series, including no
shares tendered under the guaranteed delivery procedures; (viii) 1,283,500
shares of the 7 3/4% Preferred Stock--$25 Par were tendered, representing
80.2% of the outstanding shares of such series, including no shares
tendered under the guaranteed delivery procedures; (ix) 9,650 shares of the
Adjustable Rate Preferred Stock, Series A ($100 par value) were tendered,
representing 6.0% of the outstanding shares of such series, including no
shares tendered under the guaranteed delivery procedures.
Item 17. Material to be Filed as Exhibits.
(d)(11) Press Release, dated October 14, 1996.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete
and correct.
Dated: October 24, 1996 DELMARVA POWER & LIGHT COMPANY
By: /s/ Edric R. Mason
-------------------------------------
Name: Edric R. Mason
Title: Assistant Treasurer
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<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(d)(11) Press Release, dated October 14, 1996.
NEWS RELEASE
FOR IMMEDIATE RELEASE
---------------------
DELMARVA POWER & LIGHT COMPANY
SAYS THAT RESPONSE TO ITS TENDER OFFER IS EXCELLENT
Wilmington, DE, October 14, 1996--Delmarva Power & Light
Company (Delmarva Power) today announced that its Offer to
Purchase for Cash dated August 21, 1996, as supplemented (the
Offer to Purchase), closed at 12:00 midnight, New York City time,
on Friday, October 11, 1996. Delmarva Power said that it is very
pleased with the excellent response to its tender offers.
A preliminary count from First Chicago Trust Company of New
York, the Depositary for the offer, showed that the following
depositary shares have been tendered:
o Approximately 10,134 shares of the 3.70% Preferred Stock
($100 par value), representing 20.3% of the outstanding
shares of such series, including no shares tendered under
the guaranteed delivery procedures;
o Approximately 20,126 shares of the 4% Preferred Stock ($100
par value), representing 50.3% of the outstanding shares of
such series, including no shares tendered under the
guaranteed delivery procedures;
o Approximately 24,596 shares of the 4.20% Preferred Stock
($100 par value), representing 49.2% of the outstanding
shares of such series, including no shares tendered under
the guaranteed delivery procedures;
o Approximately 21,540 shares of the 4.28% Preferred Stock
($100 par value), representing 43.1% of the outstanding
shares of such series, including no shares tendered under
the guaranteed delivery procedures;
o Approximately 30,429 shares of the 4.56% Preferred Stock
($100 par value), representing 60.9% of the outstanding
shares of such series, including no shares tendered under
the guaranteed delivery procedures;
o Approximately 31,477 shares of the 5% Preferred Stock ($100
par value), representing 39.3% of the outstanding shares of
such series, including 65 shares tendered under the
guaranteed delivery procedures;
o Approximately 165,000 shares of the 6-3/4% Preferred Stock
($100 par value), representing 82.5% of the outstanding
shares of such series, including no shares tendered under
the guaranteed delivery procedures;
o Approximately 1,283,500 shares of the 7-3/4% Preferred
Stock--$25 Par, representing 80.2% of the outstanding shares
of such series, including no shares tendered under the
guaranteed delivery procedures; and
o Approximately 9,650 shares of the Adjustable Rate Preferred
Stock, Series A ($100 par value), representing 6.0% of the
outstanding shares of such series, including no shares
tendered under the guaranteed delivery procedures.
The actual number of shares tendered under the Offer to
Purchase will depend on the final report of the Depositary and
subsequent confirmation of the proper delivery, including
confirmation of compliance with the guaranteed delivery
procedures for shares tendered under such procedures.
Delmarva Power is an investor-owned public utility which
provides electric service to approximately 437,500 customers in
Delaware, ten primarily Eastern Shore counties in Maryland and
the Eastern Shore area of Virginia, and natural gas service to
approximately 98,000 customers in northern Delaware, including
the City of Wilmington.
