-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GITIe+hFxG/ml80Bx66BiwThW5G0MDodkWcob7iYj11eTRq4N3yT4hdNw5scTdpB O4HMjMufVbAyVWCWNn0gzQ== 0000893220-98-000421.txt : 19980223 0000893220-98-000421.hdr.sgml : 19980223 ACCESSION NUMBER: 0000893220-98-000421 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980220 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONECTIV INC CENTRAL INDEX KEY: 0001029590 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 510379417 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: SEC FILE NUMBER: 001-13895 FILM NUMBER: 98546611 BUSINESS ADDRESS: STREET 1: 800 KING STREET P O BOX 231 CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 3024293017 MAIL ADDRESS: STREET 1: 800 KING ST STREET 2: P O BOX 231 CITY: WILMINGTON STATE: DE ZIP: 19801 8-A12B 1 FORM 8-A, CONECTIV INC. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON DC 20549 FORM 8-A For Registration of Certain Classes of Securities Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 Conectiv, Inc. (exact name of registrant as specified in its charter) Delaware 51-0377417 (State of Incorporation) (IRS Employer No.) 800 King Street, Wilmington, Delaware 19899 (Address of Principal Executive offices including Zip Code) If this form relates to the registration of a class of securities pursuant to Section 12(b)of the Exchange Act and is effective pursuant to General Instruction A(c), please check the following box. [ X ] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A(d), please check the following box. [ ] Securities to be registered pursuant to Section 12(b) of the Act Name of each exchange on Title of each class to be so registered which each class is to be registered Conectiv Common Stock New York Stock Exchange Conectiv Class A Common Stock New York Stock Exchange Securities to be registered pursuant to Section 12(g) of the Act None 2 UNDER AN AGREEMENT AND PLAN OF MERGER, DELMARVA POWER & LIGHT COMPANY, A DELAWARE AND VIRGINIA CORPORATION WHICH IS A UTILITY COMPANY ("DELMARVA"), AND ATLANTIC ENERGY, INC., A NEW JERSEY CORPORATION WHICH IS A UTILITY HOLDING COMPANY ("AE"), ARE ENGAGING IN SIMULTANEOUS MERGER TRANSACTIONS (THE "MERGERS"). THE MERGERS WILL RESULT IN CONECTIV, INC. BEING: (I) THE SURVIVING CORPORATION OF A MERGER WITH ATLANTIC ENERGY, INC., AND (II) THE HOLDING COMPANY FOR ATLANTIC CITY ELECTRIC COMPANY (A PUBLIC UTILITY COMPANY WHICH FORMERLY WAS A WHOLLY-OWNED SUBSIDIARY OF AE) AND FOR DELMARVA. DISCLOSURES REGARDING CONECTIV, INC. IN THIS REGISTRATION STATEMENT ARE CONDITIONED UPON THE CONSUMMATION OF THE PROPOSED MERGERS. AFTER CONSUMMATION OF THE MERGERS, THE NAME OF CONECTIV, INC. WILL BE CHANGED TO CONECTIV. ITEM 1. Description of Registrant's Securities to be registered The descriptions of the Common Stock and the Class A Common Stock of Conectiv, Inc. (the "Company") is incorporated by reference to the Company's Registration Statement on Form S-3 (File No. 333-44219) (the "S-3 Registration) and the description of the Company's Common Stock and Class A Common Stock contained in pages 75-97 of the Joint Proxy Statement of Delmarva Power & Light Company and Atlantic Energy, Inc. / Prospectus of Conectiv, Inc. dated December 26, 1996 (the "Joint Proxy") and annexes IV and V thereto. The Joint Proxy is filed as Exhibit 99(a) to this Registration Statement. After consummation of the Mergers, the change in the name of the Company to Conectiv shall be deemed effective for purposes of this Registration Statement and the securities registered herein shall be deemed securities of Conectiv. ITEM 2. Exhibits See attached Exhibit Index 3 Signatures Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on it behalf by the undersigned, thereto duly authorized. Conectiv, Inc. By: /s/ L. M. Walters ----------------------- Treasurer Date: February 20, 1998 4 EXHIBIT INDEX
Exhibit No. Description of Exhibit ---------- ---------------------- 4(a) -- Form of Restated Certificate of Incorporation of Conectiv, Inc. (Incorporated by reference to the filing on Form S-4 (File No. 333-18843) dated December 26, 1996). 4(b) -- Form of By-Laws to Conectiv, Inc. (Incorporated by reference to the filing on Form S-4 (File No. 333-18843) dated December 26, 1996). 99(a) -- Joint Proxy Statement of Delmarva Power & Light Company and Atlantic Energy, Inc./Prospectus of Conectiv, Inc. (Incorporated by reference to the filing on Form S-4 (File No. 333-18843) dated December 26, 1996).
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