File No. 70-8647
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________
PRE-EFFECTIVE AMENDMENT NO. 2 TO
FORM U-1
APPLICATION AND DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
____________________________________________________
ATLANTIC ENERGY, INC.
6801 Black Horse Pike
Pleasantville, NJ 08232
_____________________________________________________
(Name of company filing this statement and
address of principal executive offices)
J.E. Franklin II
Atlantic Energy, Inc.
6801 Black Horse Pike
Pleasantville, NJ 08232
________________________________________
(Name and address of agent for service)
The Commission is requested to mail copies of
all orders, notices and communications to:
William S. Lamb, Esq.
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
125 W. 55th Street
New York, New York 10019-4513
This Pre-Effective Amendment No. 2 amends the
Application-Declaration on Form U-1 (File No. 70-8647) of
Atlantic Energy, Inc. (the "Company") filed with the Securities
and Exchange Commission on June 12, 1995 and previously amended
on July 6, 1995 (the "Application") as follows:
Item 6 of the Application is amended and restated as
follows:
A. Form of Notice (previously filed).
B. Letter from the Division of the Ratepayer Advocate
(previously filed).
C. Financial Statements
1. Balance Statement of Atlantic Energy, Inc.
(consolidated) at March 31, 1995 (previously
filed).
2. Statement of Income and Retained Earnings of
Atlantic Energy, Inc. (consolidated) at March
31, 1995 (previously filed).
D. Opinion of Counsel.
Signature
The Company has caused this Pre-Effetive Amendment No.
2 to be duly signed on its behalf by its authorized officer in
the city of Pleasantville, the State of New Jersey, on this 11th
day of July 1995.
ATLANTIC ENERGY, INC.
By /s/
Name: J.E. Franklin
Title: Vice-President, Secretary and
General Counsel
EXHIBIT D
July 11, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
This opinion is furnished to the Securities and
Exchange Commission (the "Commission") in connection with the
filing with the Commission of the Application/Declaration on
Form U-1 (File 70-8647) of Atlantic Energy, Inc. (the "Company")
under the Public Utility Holding Company Act of 1935 (the
"Application"). The Appliction requests that the Commission
issue an order removing the condition contained in an order
issued on October 15 1987 (HCAR 24475; File No. 70-7323) (the
"1987 Order") which restricts the Company's ability to engage in
certain acquisitions.
I have acted as counsel for the Company and in
connection with this opinion I have examined originals or copies
certified or otherwise identified to my satisfaction of:
(1) the charter documents and by-laws of the Company,
as amended to date;
(2) minutes of meetings of the Company's shareholders
and directors, as kept in its minute books; and
(3) the documents and agreements pertaining to the
1987 Order and such other certificates, documents and papers
as I deemed necessary or appropriate for the purpose of
rendering this opinion.
In such examination, I have assumed the genuineness of
all signatures, the authenticity of all documents submitted to me
as originals and the conformity to the original documents of all
documents submitted to me as copies. As to any facts material to
my opinion, I have, when relevant facts were not independently
established, relied upon the aforesaid agreements, instruments,
certificates and documents. In addition, I have examined such
questions of law as I have considered necessary or appropriate
for the purpose of rendering this opinion.
Based on the foregoing, and subject to the final
paragraph hereof, I am of the opinion that when the Commission
has taken the action requested in the Application:
(1) All state laws applicable to the removal of the
condition as described in the Application have been
complied with;
(2) The Company is a corporation duly organized, validly
existing and in good standing in the State of New
Jersey; and
(3) The removal of the condition will not violate the legal
rights of the holders of any securities issued by the
Company.
I hereby consent to the use of this opinion as an
exhibit to the Application.
I am not, in this opinion, opining on laws other than
the laws of the State of New Jersey and the federal laws of the
United States.
Very truly yours,
/s/
J.E. Franklin II
<TABLE> <S> <C>
<ARTICLE> OPUR1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1,781,314
<OTHER-PROPERTY-AND-INVEST> 181,512
<TOTAL-CURRENT-ASSETS> 275,617
<TOTAL-DEFERRED-CHARGES> 373,075
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 2,611,518
<COMMON> 575,108
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 240,192
<TOTAL-COMMON-STOCKHOLDERS-EQ> 815,300
149,250
40,000
<LONG-TERM-DEBT-NET> 766,071
<SHORT-TERM-NOTES> 110,150
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 28,147
12,250
<CAPITAL-LEASE-OBLIGATIONS> 39,240
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 651,110
<TOT-CAPITALIZATION-AND-LIAB> 2,611,518
<GROSS-OPERATING-REVENUE> 218,626
<INCOME-TAX-EXPENSE> 6,197
<OTHER-OPERATING-EXPENSES> 184,845
<TOTAL-OPERATING-EXPENSES> 191,042
<OPERATING-INCOME-LOSS> 27,584
<OTHER-INCOME-NET> 2,095
<INCOME-BEFORE-INTEREST-EXPEN> 29,679
<TOTAL-INTEREST-EXPENSE> 14,800
<NET-INCOME> 11,469
3,787
<EARNINGS-AVAILABLE-FOR-COMM> 11,469
<COMMON-STOCK-DIVIDENDS> 20,391
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> (54,004)
<EPS-PRIMARY> 0.21
<EPS-DILUTED> 0.21
</TABLE>
