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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934)
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ATLANTIC CITY ELECTRIC COMPANY
(NAME OF ISSUER)
CONECTIV
(NAME OF PERSON(S) FILING STATEMENT)
TITLE CUSIP NUMBER
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Atlantic City Electric Company, Cumulative
Preferred Stock, Par Value $100
4% Series 048303200 and 048303903
4.10% Series 048303770
4.35% Series 048303762
4.35% 2nd Series 048303507
4.75% Series 048303309
5% Series 048303788
(TITLE OF CLASS OF SECURITIES)
(CUSIP NUMBER OF CLASS OF SECURITIES)
PETER F. CLARK, ESQ., GENERAL COUNSEL
CONECTIV
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)
THE COMMISSION IS REQUESTED TO MAIL SIGNED COPIES OF ALL ORDERS,
NOTICES AND COMMUNICATIONS TO:
STEPHANIE M. SCOLA VINCENT PAGANO, JR., ESQ.
MANAGER OF CAPITAL MARKETS SIMPSON THACHER &
CONECTIV BARTLETT
800 KING STREET 425 LEXINGTON AVENUE
WILMINGTON, DELAWARE 19899 NEW YORK, NEW YORK 10017
SEPTEMBER 10, 1998
(DATE TENDER OFFER FIRST PUBLISHED,
SENT OR GIVEN TO SECURITY HOLDERS)
CALCULATION OF FILING FEE
TRANSACTION VALUATION AMOUNT OF FILING FEE
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$26,651,300 $5,331
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* Solely for purposes of calculating the filing fee and computed 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 equals the total amount of
funds, excluding fees and other expenses, required to purchase all
outstanding shares of each series of securities listed above pursuant to the
Offer described in the Offer to Purchase and Proxy Statement filed as an
Exhibit hereto.
[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 date of its filing.
Amount Previously Paid: $5,331
Form or Registration No.: Schedule 13E-4
Filing Party: Conectiv
Date Filed: October 2, 1998
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This Amendment No. 1 amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 (the "Statement") dated September 10, 1998 filed by
Conectiv, a Delaware corporation, relating to its offer to purchase any and all
outstanding shares of the series of preferred stock listed above of Atlantic
City Electric Company, upon the terms and subject to the conditions set forth in
the Offer to Purchase and Proxy Statement, dated September 10, 1998, and in the
related Letter of Transmittal, copies of which are attached as Exhibits 99(a)(1)
and 99(a)(2) to the Statement.
Only those items of the Statement that are amended and supplemented hereby
are included herein.
Item 9. Material to be filed as Exhibits.
Exhibit No. Description
99(a)(13) Form of Follow-up Mailing to Registered Shareholders
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 2, 1998
CONECTIV
By: Louis M. Walters
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Louis M. Walters
Treasurer
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Exhibit 99(a)(13)
Atlantic City Electric Company
October 2, 1998
AN URGENT REQUEST
Dear Shareholder:
You should have previously received tender offer materials in connection
with the tender offer made by Conectiv for your shares in Atlantic City Electric
Company ("ACE"). This offer is scheduled to expire on October 14, 1998.
Even if you do not intend to tender your shares in the offer, please vote
your proxy today! According to our latest records, neither your tender nor your
proxy vote for the October 14, 1998 meeting has been received. Regardless of the
number of shares you may own, it is important that they be represented in order
to approve the proposed amendment to ACE's charter.
REMEMBER, IF YOU DO NOT TENDER YOUR SHARES, YOU ARE ELIGIBLE TO RECEIVE A
SPECIAL CASH PAYMENT OF $1.00 PER SHARE IF YOU VOTE IN FAVOR OF THE PROPOSED
CHARTER AMENDMENT AND IT PASSES. BUT TIME IS SHORT! YOUR TENDER OR VOTE MUST BE
RECEIVED BY THE DEPOSITARY, THE BANK OF NEW YORK, ON OR PRIOR TO OCTOBER 14,
1998.
Enclosed for your convenience is an additional Letter of Transmittal and
Proxy for each series of preferred stock of ACE subject to the offer, of which
you own shares, and a return envelope addressed to The Bank of New York. If you
have any questions or require additional materials, please call our Information
Agent, D.F. King & Co., Inc., toll-free at (800) 431-9629. Thank you in advance
for your support.
PLEASE RESPOND TODAY
YOUR PARTICIPATION IS IMPORTANT!
