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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 2
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
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(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:
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Stephanie M. Scola Vincent Pagano, Jr., Esq.
Manager of Capital Markets Simpson Thacher & Bartlett
Conectiv 425 Lexington Avenue
800 King Street New York, New York 10017
Wilmington, Delaware 19899
September 10, 1998
(Date Tender Offer First Published,
Sent or Given to Security Holders)
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
$26,651,300 $5,331
* 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 the date of its filing.
Amount Previously Paid: $5,331
Form or Registration No.: Schedule 13E-4
Filing Party: Conectiv
Date Filed: September 10, 1998
This Amendment No. 2 amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 dated September 10, 1998, as amended by Amendment
No. 1 to Schedule 13E-4 dated October 1, 1998 (collectively, the "Statement"),
each 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. Unless otherwise defined herein, all capitalized terms
shall have the meanings ascribed to them in the Statement.
Item 1. Security and Issuer.
Item 1 of the Statement is hereby amended and supplemented by adding
thereto the following:
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The Offer expired at 5:00 p.m., New York City time, on October 14, 1998 in
accordance with its terms. On October 20, 1998, Conectiv purchased the Shares
validly tendered pursuant to the Offer by depositing the aggregate purchase
price therefor with the Depositary. The Shares so purchased, and purchase price
therefor, for each Series of Preferred are as follows:
Shares
Series of Preferred Purchased Purchase Price
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4% Series 52,289 $ 4,266,782.40
4.10% Series 51,496 4,299,916.00
4.35% Series 11,898 1,054,162.80
4.35% 2nd Series 34,300 3,038,980.00
4.75% Series 41,369 4,002,450.75
5% Series 45,880 4,588,000.00
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Total 237,232 $21,250,291.95
Item 2. Source and Amount of Funds or Other Consideration.
Item 2 of the Statement is hereby amended and supplemented by adding
thereto the following:
The total amount required by Conectiv to purchase the Shares pursuant
to the Offer was $21,250,291.95, excluding fees and other expenses. Conectiv
paid the purchase price to The Bank of New York, as Depositary, at 4:00 p.m.,
New York City time, on October 20, 1998 by wire transfer and received funds the
same afternoon from the Company to cover that position.
Item 3. Purpose of the Tender Offer and Plans or Proposals of the Issuer or
Affiliate.
Item 3 of the Statement is hereby amended and supplemented by adding
thereto the following:
The Shares purchased by Conectiv pursuant to the Offer were
subsequently sold to the Company and were thereupon retired and canceled. As a
result thereof, the Company has outstanding, as of October 20, 1998, a total of
24,711 Shares of the 4% Series, 20,504 Shares of the 4.10% Series, 3,102 Shares
of the 4.35% Series, 1,700 Shares of the 4.35% 2nd Series, 8,631 Shares of the
4.75% Series and 4,120 Shares of the 5% Series.
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 22, 1998
CONECTIV
By: /s/ Louis M. Walters
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Louis M. Walters
Treasurer
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