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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ATLANTIC CAPITAL I
(Exact name of registrant as specified in its
certificate of trust)
Delaware APPLIED FOR
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(State of incorporation (IRS Employer
or organization) Identification Number)
c/o Atlantic City Electric Company
6801 Black Horse Pike
Egg Harbor Township, NJ 08234-4130
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(Address of principal executive offices) (Zip Code)
ATLANTIC CITY ELECTRIC COMPANY
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(Exact name of registrant as specified in its
certificate of incorporation)
New Jersey 21-0398280
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(State of incorporation (IRS Employer
or organization) Identification Number)
6801 Black Horse Pike
Egg Harbor Township, NJ 08234-4130
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(Address of principal executive offices) (Zip Code)
If this Form related to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box. ( )
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. ( )
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which each class
to be so registered is to be registered
Atlantic Capital I New York Stock Exchange
__% Cumulative Quarterly Income
Preferred Securities
(and the Guarantee by Atlantic City Electric
Company with respect thereto)
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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2
Item 1. Description of Registrant's Securities to be Registered.
The __% Cumulative Quarterly Income Preferred Securities ("Preferred
Securities") of Atlantic Capital I ("Capital"), a Delaware statutory business
trust created under the laws of Delaware, registered hereby represent undivided
beneficial interests in the assets of Capital and are guaranteed by Atlantic
City Electric Company ("ACE"), a New Jersey corporation, to the extent set forth
in the form of Guarantee by ACE and The Bank of New York, as Guarantee Trustee
(the "Guarantee"), which is incorporated herein by reference to Exhibit 4.6 to
the Registration Statement on Form S-3 (the "Registration Statement") of ACE and
Capital (File No. 333-06625), filed with the Securities and Exchange Commission
(the "Commission"). The particular terms of the Preferred Securities and the
Guarantee are described in the preliminary prospectus (the "Prospectus") which
forms a part of the Registration Statement. The Prospectus and the form of
Guarantee are incorporated by reference herein as set forth in Item 2 below.
Such Prospectus as may hereafter be amended and filed as part of an amendment to
the Registration Statement or otherwise pursuant to Rule 424(b) is hereby
incorporated by reference.
Item 2. Exhibits.
Filed herewith:
Preliminary Prospectus pertaining to the offer and sale of the Preferred
Securities, which forms a part of, and is incorporated by reference to, the
Registration Statement.
Certificate of Trust of Atlantic Capital I (Incorporated by reference to
Exhibit 4.2 to the Registration Statement).
Form of Amended and Restated Trust Agreement (Incorporated by reference to
Exhibit 4.4 to the Registration Statement).
Form of Preferred Security (included in Exhibit 4.5 to the Registration
Statement and incorporated by reference to such Exhibit in the Registration
Statement).
Form of Guarantee between Atlantic City Electric Company, as Guarantor and
The Bank of New York, as Guarantee Trustee (Incorporated by reference to
Exhibit 4.6 to the Registration Statement).
Form of Junior Subordinated Indenture between Atlantic City Electric
Company and the Bank of New York, as Debenture Trustee (Incorporated by
reference to Exhibit 4.1 to the Registration Statement).
<PAGE>
Pursuant to the requirements of Section 12 of the Securities and Exchange
Act of 1934, Atlantic Capital I has duly caused this registration statement to
be signed on its behalf by the undersigned, thereto duly authorized.
Atlantic Capital I
Date: September 23, 1996
By: Atlantic City Electric Company, as Depositor
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By: /S/ L.M. WALTERS
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Name: L.M. Walters
Title: Vice President and Treasurer
<PAGE>
Pursuant to the requirements of Section 12 of the Securities and Exchange
Act of 1934, Atlantic City Electric Company has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
Atlantic City Electric Company
Date: September 23, 1996
By: /S/ L.M. WALTERS
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Name: L.M. Walters
Title: Vice President and Treasurer
