-----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, OrFj/qDQ28VBEtuq3vcKLemvwT4/BqmsHbwwwqEM/c+hEvboC+320IV9WjaQ0WyX ykaRB7S+/Zjc0kh87j/oOA== 0000893220-98-001836.txt : 19981211 0000893220-98-001836.hdr.sgml : 19981211 ACCESSION NUMBER: 0000893220-98-001836 CONFORMED SUBMISSION TYPE: POS AMC PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONECTIV INC CENTRAL INDEX KEY: 0001029590 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 510377417 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AMC SEC ACT: SEC FILE NUMBER: 070-09069 FILM NUMBER: 98767136 BUSINESS ADDRESS: STREET 1: 800 KING STREET P O BOX 231 CITY: WILMINGTON STATE: DE ZIP: 19899 BUSINESS PHONE: 3024293114 MAIL ADDRESS: STREET 1: 800 KING ST STREET 2: P O BOX 231 CITY: WILMINGTON STATE: DE ZIP: 19899 POS AMC 1 POST-EFFECTIVE AMEND. NO. 4 ON FORM U-1 CONECTIV 1 As Filed with the Securities and Exchange Commission on December 10, 1998 File No. 70-9069 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------------------------- POST-EFFECTIVE AMENDMENT NO. 4 TO APPLICATION-DECLARATION ON FORM U-1 UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 --------------------------------------- CONECTIV CONECTIV ENERGY SUPPLY, INC. 800 King Street Wilmington, DE 19899 DELMARVA CAPITAL INVESTMENTS, INC. ATLANTIC ENERGY ENTERPRISES, INC. CONECTIV SERVICES, INC. ATLANTIC ENERGY INTERNATIONAL, INC. CONECTIV COMMUNICATIONS, INC. ATLANTIC GENERATION, INC. DELMARVA SERVICES COMPANY ATLANTIC SOUTHERN PROPERTIES, INC. CHRISTIANA CAPITAL MANAGEMENT, INC. ATE INVESTMENT, INC. CONECTIV SOLUTIONS, LLC COASTALCOMM, INC. POWER CONSULTING GROUP, INC. ATLANTIC ENERGY TECHNOLOGY, INC. ALTEMP ENERGY SYSTEMS, INC. BINGHAMTON GENERAL, INC. 252 Chapman Road BINGHAMTON LIMITED, INC. P.O. Box 6066 PEDRICK LTD., INC. Newark, DE 19714 PEDRICK GEN., INC. VINELAND LIMITED, INC. PETRON OIL CORPORATION VINELAND GENERAL, INC. 180 Gordon Drive ATS OPERATING SERVICES, INC. Exton, PA 19341-1328 THE EARTH EXCHANGE, INC. THERMAL ENERGY LPI 5100 Harding Highway Mays Landing, NJ 08330 --------------------------------------- (Names of companies filing this statement and addresses of principal executive offices) CONECTIV --------------------------------------- (Name of top registered holding company parent) Louis M. Walters Treasurer Conectiv 800 King Street Wilmington, DE 19899 --------------------------------------- (Names and addresses of agents for service) The Commission is requested to send copies of all notices, orders and communications in connection with this Application-Declaration to: Peter F. Clark, Esq. Joyce Koria Hayes, Esq. Conectiv 7 Graham Court 800 King Street Newark, DE 19711 Wilmington, DE 19899 2 Post-Effective Amendment No. 3 as previously filed is hereby amended as follows: ITEM 1. DESCRIPTION OF PROPOSED TRANSACTIONS: (a) Furnish a reasonably detailed and precise description of the proposed transaction, including a statement of the reasons why it is desired to consummate the transaction and the anticipated effect thereof. If the transaction is part of a general program, describe the program and its relation to the proposed transaction. Insert the following section at the end of Item 1(a): Compliance with Rule 54 Rule 54 promulgated under the Act states that in determining whether to approve the issue or sale of a security by a registered holding company for purposes other than the acquisition of an EWG or a FUCO, or other transactions by such registered holding company or its subsidiaries other than with respect to EWGs or FUCOs, the Commission shall not consider the effect of the capitalization or earnings of any subsidiary which is an EWG or a FUCO upon the registered holding company system if Rules 53(a)(b)(c) are satisfied. As demonstrated below, such rules are satisfied. Rule 53 requires that the aggregate investment in EWGs and FUCOs not exceed 50% of a system's consolidated retained earnings. Conectiv and its subsidiaries will not make any investments in EWGs and FUCOs that cause it to exceed that limitation, unless the Commission otherwise authorizes. Currently Conectiv has one insignificant indirect interest in an EWG. DCTC-Burney, Inc., an indirect subsidiary of Conectiv, holds a 45% direct and indirect interest in Burney Forest Products, a Joint Venture, which is an EWG. As of December 31, 1997, the book value of the investment was $0. Conectiv and its subsidiaries will maintain books and records to identify the investments in and earnings from EWGs and FUCOs in which they directly or indirectly hold an interest, thereby satisfying Rule 53(a)(2). In addition, the books and records of each such entity will be kept in conformity with United States generally accepted accounting principles ("GAAP"), the financial statements will be prepared according to GAAP, and Conectiv undertakes to provide the Commission access to such books and records and financial statements as it may request. Employees of Conectiv's domestic public-utility companies will not render services directly or indirectly to any EWGs or FUCOs in the Conectiv System, thereby satisfying Rule 53(a)(3). Conectiv, in connection with any Form U-1 seeking approval of EWG or FUCO financing, will submit copies of such Form U-1 and every certificate filed pursuant to Rule 24 with every federal, state or local regulator having jurisdiction over the retail rates of the public utility companies in the Conectiv System. Rule 53(a)(4) will be correspondingly satisfied. 2 3 None of the conditions described in Rule 53(b) exists with respect to Conectiv, thereby satisfying Rule 53(b) and making rule (53(c) inapplicable. ITEM 2. FEES COMMISSIONS AND EXPENSES: (a) State (1) the fees, commissions and expenses paid or incurred, or to be paid or incurred, directly or indirectly, in connection with the proposed transaction by the applicant or declarant or any associate company thereof, and (2) if the proposed transaction involves the sale of securities at competitive bidding, the fees and expenses to be paid to counsel selected by applicant or declarant to act for the successful bidder. It is estimated that the fees, commissions and expenses ascertainable at this time to be incurred by Conectiv in connection with the preparation of this post-effective amendment are as follows: Fees for Outside Counsel $3,000 Miscellaneous Expenses 1,000 ------ Total $4,000
ITEM 6. EXHIBIT The following exhibit is made a part of this statement. (a) Exhibit F-2 Opinion of counsel. 3 4 SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned companies have duly caused this Post-Effective Amendment No. 4 to Form U-1 to be signed on their behalf by the undersigned thereunto duly authorized.
DATE: CONECTIV CONECTIV ENERGY SUPPLY COMPANY DELMARVA CAPITAL INVESTMENTS, INC. CONECTIV SERVICES, INC. CHRISTIANA CAPITAL MANAGEMENT, INC. POWER CONSULTING GROUP, INC. CONECTIV SOLUTIONS, LLC ALTEMP ENERGY SYSTEMS, INC. DELMARVA SERVICES COMPANY CONECTIV COMMUNICATIONS, INC. ATLANTIC ENERGY ENTERPRISES, INC. ATLANTIC ENERGY INTERNATIONAL, INC. ATLANTIC GENERATION, INC. ATLANTIC SOUTHERN PROPERTIES, INC. ATE INVESTMENT, INC. COASTALCOMM, INC. ATLANTIC ENERGY TECHNOLOGY, INC. BINGHAMTON GENERAL, INC. BINGHAMTON LIMITED, INC. PEDRICK LIMITED, INC. PEDRICK GENERAL, INC. VINELAND LIMITED, INC. VINELAND GENERAL, INC. ATS OPERATING SERVICES, INC. THE EARTH EXCHANGE, INC. PETRON OIL CORPORATION December 10, 1998 /s/ L. M. Walters ------------------------------------- L. M. Walters Treasurer THERMAL ENERGY LPI BY ITS GENERAL PARTNER, ATLANTIC JERSEY THERMAL SYSTEMS, INC. December 10, 1998 /s/ L. M. Walters ------------------------------------- L. M. Walters Treasurer
4 5 EXHIBIT INDEX F-2 Opinion of Counsel 5 EX-99.F2 2 OPINION OF COUNSEL 1 Exhibit F-2 December 10, 1998 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Conectiv SEC File Number 70-9069 ----------------------- Dear Sir or Madam: As General Counsel for Conectiv, a Delaware corporation ("Conectiv"), I have acted as counsel to Conectiv in connection with Post Effective Amendment No. 3 to Application/Declaration on Form U-1 (File No. 70-9069)(hereinafter the "Amendment to Declaration"), filed with the Securities and Exchange Commission (the "Commission") jointly by Conectiv and certain nonutility subsidiaries of Conectiv (each a "Subsidiary" and, collectively, the "Subsidiaries"). The Declaration seeks authorization under the Public Utility Holding Company Act of 1935, as amended (the "Act"), for certain transactions designed to simplify the corporate structure of and consolidate the nonutility subsidiaries of Conectiv, as more fully set forth in the Amendment to Declaration (the "Proposed Transactions"). I am a member of the bar of the State of Delaware, the state in certain of the Subsidiaries are incorporated or qualified to do business. I am also a member of the bar of the Commonwealth of Virginia, a state in which certain of the Subsidiaries are qualified to business. I am not a member of the bars of the State of Maryland, a state in which certain of the Subsidiaries are qualified to do business, or the Commonwealth of Pennsylvania or State of New Jersey, states in which certain of the Subsidiaries are either incorporated or qualified to do business, and do not hold myself out as an expert in the laws of such states, although I have consulted with counsel to Conectiv who are expert in such laws. For purposes of this opinion, I have relied on advice from counsel employed or retained by Conectiv who are members of the bars of the States of Maryland and New Jersey and the Commonwealth of Pennsylvania. In connection with this opinion, I, or attorneys in whom I have confidence, have examined originals or copies, certified or otherwise identified to my satisfaction, of such records and such other documents, certificates and corporate or other records as I have deemed necessary or appropriate as a basis for the opinions set forth herein. In my examination, I have assumed the genuineness of all signatures, the legal capacity of all 2 Securities and Exchange Commission December 10, 1998 Page Two persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of documents submitted to me as certified or photostatic copies and the authenticity of the originals of such copies. As to various questions of fact material to such opinions, I have, when relevant facts were not independently established, relied upon statements contained in the Amendment to Declaration. The opinions expressed below with respect to the Proposed Transactions are subject to the following assumptions, qualifications, limitations, conditions and exceptions: (a) The Commission shall have duly entered an appropriate order or orders with respect to the Proposed Transactions, as described in the Amendment to Declaration, granting approval of and permitting the Amendment to Declaration to become effective under the Act and the rules and regulations thereunder, and the Proposed Transactions are consummated in accordance with the Amendment to Declaration. (b) No act or event other than as described herein shall have occurred subsequent to the date hereof which would change the opinions expressed below. Based on the foregoing and subject to the assumptions, qualifications, limitations, conditions and exceptions set forth herein, I am of the opinion that, in the event the Proposed Transactions are consummated in accordance with the Declaration: 1. All state laws to the Proposed Transactions will have been complied with by Conectiv or the applicable Subsidiary; 2. Conectiv and each Subsidiary is validly organized and duly existing. With respect to each of those Subsidiaries whose common stock (or other form of ownership) will be acquired or canceled in connection with the Proposed Transactions, each such Subsidiary's shares of common stock (or other form of ownership) have been validly issued and are fully paid and nonassessable, and the holder thereof is entitled to the rights and privileges appertaining thereto set forth in the instrument of incorporation (or other document setting forth such rights) of such Subsidiary. With respect to the 9.65% First Mortgage Notes issued by Delmarva Services Company ("DSC"), these debt securities will be valid and binding obligations of Conectiv Properties and Investments, Inc. (the new name of Delmarva Capital Investments, Inc.) ("CPI") following the consummation of the merger of DSC with and into CPI; 3 Securities and Exchange Commission December 10, 1998 Page Three 3. Conectiv and each Subsidiary acquiring the common stock (or other form of ownership) of another Subsidiary will legally acquire such common stock (or other form of ownership); and 4. The consummation of such Proposed Transactions by Conectiv or the applicable Subsidiary will not violate the legal rights of the holders of any securities issued by Conectiv or any associate company thereof. I hereby consent to the use of this opinion in connection with the Amendment to Declaration. Very truly yours, /s/ Peter F. Clark Peter F. Clark -----END PRIVACY-ENHANCED MESSAGE-----