Filed pursuant to Rule 424(b)(2)
Registration No. 33-53855
PROSPECTUS SUPPLEMENT
---------------------
(TO PROSPECTUS DATED FEBRUARY 3, 1995)
$124,200,000
DELMARVA POWER & LIGHT COMPANY
MEDIUM TERM NOTES, SERIES C
DUE FROM 9 MONTHS TO 40 YEARS FROM DATE OF ISSUANCE
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Delmarva Power & Light Company (the "Company") may offer from time to
time up to $124,200,000 aggregate principal amount of unsecured Medium Term
Notes, Series C (the "New Notes").
The principal amount or amounts, the offering price or prices, the
date or dates of maturity, the interest rate or rates, the interest accrual
date or dates, the interest payment dates, any sinking fund or other
redemption provisions and other material terms of the new Notes will be
established from time to time and will be set forth in supplements hereto
("Pricing Supplements").
The New Notes will be represented by global securities registered in
the name of a nominee of The Depository Trust Company, as depository.
Interests in the global securities will be shown on, and transfers thereof
will be effected only through, records maintained by The Depository Trust
Company (with respect to its participant's interests) and by its
participants or persons that hold through such participants (with respect
to the interest of persons other than such participants). Except under the
circumstances described herein, certificated securities will not be issued
in exchange for global securities.
For further information relating to the New Notes, see "Description of
the New Notes" and "Book-Entry System" in the accompanying Prospectus, and
the applicable Pricing Supplement.
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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 SUPPLEMENT OR THE PROSPECTUS TO WHICH IT
RELATES. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
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Price to Agents' Discounts Proceeds to
Public(1) and Commission(2) the Company(2)(3)
---------------------------------------------------------------------------
Per New Note . . 100% .125%-.750% 99.875%-99.250%
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Total . . . . 124,200,000 $155,250-$931,500 $124,044,750-$123,268,500
===========================================================================
(1) Unless otherwise specified in the applicable Pricing Supplement, the
New Notes will be issued at 100% of their principal amount.
(2) The commission payable to an Agent (as hereinafter defined) for each
New Note sold through such Agent, as agent, shall range from .125% to
.750% of the principal amount of such New Note, depending upon
maturity (except that the Company and such Agent may agree to a higher
commission for maturities in excess of 30 years). The Company may
also sell New Notes to an Agent, as principal, for resale to investors
or other purchasers. Unless otherwise specified in the applicable
Pricing Supplement, a New Note sold to an Agent as principal will be
purchased by such Agent at a price equal to 100% of the principal
amount thereof less a percentage equal to the commission applicable to
an agency sale of a New Note of identical maturity and may be resold
by such Agent. The Company may also sell New Notes directly to
investors. No commission will be payable on any sales made directly
by the Company. The Company has agreed to indemnify the Agents against
certain liabilities under the Securities Act of 1933 (the "Act").
(3) Assuming New Notes are issued at 100% of their principal amount and
before deducting expenses payable by the Company estimated at $65,000,
including reimbursement of certain expenses of the Agents.
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Offers to purchase the New Notes may be solicited from time to time by
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and
Morgan Stanley & Co. Incorporated (individually, an "Agent" and
collectively, the "Agents"), on behalf of the Company. The Agents have
agreed to use best efforts to solicit purchases of the New Notes. The
Company may sell New Notes to an Agent acting as principal for its own
account for resale to one or more investors and other purchasers at varying
prices related to prevailing market prices at the time of resale or
otherwise to be determined by such Agent. The Company also may sell the
New Notes directly to investors for their own accounts. The Company or an
Agent may reject any offer in whole or in part. The New Notes will not be
listed on any securities exchange. There can be no assurance that all of
the New Notes offered hereby will be sold or that there will be a secondary
market for the New Notes. See "Plan of Distribution" herein.
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MERRILL LYNCH & CO. MORGAN STANLEY & CO.
INCORPORATED
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The date of this Prospectus Supplement is January 31, 1997.
<PAGE>
IN CONNECTION WITH A DISTRIBUTION OF NEW NOTES UNDERWRITTEN BY AN
AGENT ACTING AS PRINCIPAL, SUCH AGENT MAY OVER-ALLOT OR EFFECT TRANSACTIONS
WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF SUCH NEW NOTES OR OTHER
SECURITIES OF THE COMPANY AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE
PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.
PLAN OF DISTRIBUTION
The New Notes are being offered on a continuing basis by the Company
through the Agents, which have agreed to use best efforts to solicit offers
to purchase New Notes. The Company may appoint additional agents to
solicit offers to purchase the New Notes, provided that any such
solicitation and sale shall be on the same terms and conditions as those to
which the Agents have agreed. The Company will have the sole right to
accept offers to purchase New Notes and may reject any offer in whole or in
part. Payment of the purchase price of the New Notes will be required to
be made in immediately available funds. The Company will pay an Agent, in
connection with the sale of New Notes through such Agent, a commission
ranging from .125% to .750% of the principal amount of New Notes to be
sold, depending upon the maturity of the New Notes (except that the Company
and such Agent may agree to a higher commission for maturities in excess of
30 years).
The Company may also sell New Notes to an Agent, as principal, for its
own account at a discount to be agreed upon at the time of sale. Such New
Notes may be resold to investors and other purchasers at prevailing market
prices, or prices related thereto at the time of such resale or otherwise,
as determined by the Agent. In addition, the Agents may offer the New
Notes they have purchased as principal to dealers at a discount which,
unless otherwise specified in the applicable Pricing Supplement, will not
be in excess of the discount to be received by such Agent from the Company.
Unless otherwise specified in the applicable Pricing Supplement, any New
Notes sold to any Agent, as principal, will be purchased by such Agent at a
price equal to 100% of the principal amount thereof less a percentage equal
to the commission applicable to any agency sale of New Notes of identical
maturity, and may be resold by the Agent to investors and other purchasers
as described above. After the initial public offering of New Notes to be
resold to investors and other purchasers, the public offering price (in the
case of New Notes to be resold at a fixed public offering price),
concession and discount may be changed.
The Company also may sell New Notes directly to investors. No
commission will be payable in connection with any sales made directly by
the Company.
An Agent may be deemed to be an "underwriter" within the meaning of
the Act. The Company and the Agents have agreed to indemnify each other
against certain liabilities, including liabilities under the Act, or to
contribute to payments made in respect thereof. The Company may also agree
to reimburse the Agents for certain expenses.
The Company does not intend to apply for the listing of the New Notes
on a national securities exchange. No assurance can be given as to the
liquidity of any trading market for the New Notes.
Concurrently with the offering of the New Notes through Agents, the
Company may issue other debt securities pursuant to the Indenture and the
Mortgage.
S-2
<PAGE>
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NO DEALER, SALESPERSON OR OTHER
INDIVIDUAL HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CON-
TAINED OR INCORPORATED BY REFERENCE
IN THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS IN CONNECTION WITH THE $124,200,000
OFFER MADE BY THIS PROSPECTUS SUPPLE-
MENT AND THE PROSPECTUS AND, IF GIVEN
OR MADE, SUCH INFORMATION OR REPRE- DELMARVA POWER
SENTATIONS MUST NOT BE RELIED UPON AS & LIGHT COMPANY
HAVING BEEN AUTHORIZED BY THE COMPANY
OR THE AGENTS. NEITHER THE DELIVERY
OF THIS PROSPECTUS SUPPLEMENT AND THE MEDIUM TERM NOTES, SERIES C
PROSPECTUS NOR ANY SALE MADE HERE-
UNDER AND THEREUNDER SHALL UNDER ANY
CIRCUMSTANCE CREATE AN IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF. THIS PROSPECTUS SUPPLEMENT
AND THE PROSPECTUS DO NOT CONSTITUTE
AN OFFER OR SOLICITATION BY ANYONE IN
ANY STATE IN WHICH SUCH OFFER OR SO-
LICITATION IS NOT AUTHORIZED OR IN ---------------
WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO PROSPECTUS SUPPLEMENT
SO OR TO ANYONE TO WHOM IT IS UNLAW-
FUL TO MAKE SUCH OFFER OR SOLICITA- --------------
TION.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
Page
----
Plan of Distribution . . . . . S-2
PROSPECTUS
Available Information . . . . . 2
Incorporation of Certain
Documents by Reference . . . 2
The Company . . . . . . . . . . 3
Use of Proceeds . . . . . . . . 3 MERRILL LYNCH & CO.
Ratio of Earnings to Fixed Charges 3
Description of Common Stock . . 3 MORGAN STANLEY & CO.
Description of the New Notes . 4 INCORPORATED
Description of the New Bonds . 10
Book-Entry System . . . . . . . 12
Validity of the Securities . . 14
Experts . . . . . . . . . . . . 14 JANUARY 31, 1997
Plan of Distribution . . . . . 15
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