U-1/A 1 u-1a.txt AMEND. NO. 5 TO FORM U-1 CONECTIV ENERGY 1 File No. 70-9655 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------------ AMENDMENT NO. 5 TO FORM U-1 APPLICATION/DECLARATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 -------------------------------------------- Conectiv Conectiv Energy Holding Company Atlantic City Electric Company ACE REIT, Inc. Conectiv Atlantic Generation, LLC Delmarva Power & Light Company Conectiv Delmarva Generation, Inc. 800 King Street Wilmington, DE 19899 ------------------------------------------ (Name of company filing this statement and address of principal executive offices) Conectiv ------------------------------------------ (Name of top registered holding company parent) Philip S. Reese Vice President and Treasurer Conectiv (address above) ------------------------------------------ (Name and address of agent of service) The Commission is requested to send copies of all notices, orders and communications in connection with this Application to: Peter F. Clark, Esquire Joyce Koria Hayes, Esquire General Counsel 7 Graham Court Conectiv Newark, DE 19711 (address above) 2 Table of Contents Item 1. DESCRIPTION OF PROPOSED TRANSACTIONS A. Introduction. B. Background and Regulatory Environment C. Transactions related to the capitalization of Conectiv Delmarva Generation, Inc. ("CDG") and Conectiv Atlantic Generation, LLC ("CAG") through the contribution of generating assets. Capitalization of ACE REIT, Inc. ("ACE-REIT") through the contribution of CAG ownership interests to ACE-REIT. D. Dividend of common stock of CDG and ACE-REIT to Conectiv. E. Authorization for the issuance of nominal shares of common stock to Conectiv. Approval of acquisition of the common stock of CDG and the common stock of ACE-REIT by CEH. Establishment of Conectiv Energy Holding Company ("CEH") as a subsidiary utility holding company through the contribution of CDG and ACE-REIT common stock to CEH. Determination that ACE-REIT is not a utility holding company. Possible future activities of CEH. F. Financing of CEH and financing of ACE-REIT, CAG, and CDG by CEH or Conectiv. 1. CEH financing by Conectiv. 2. CDG, CAG, and ACE-REIT financing by CEH or Conectiv. G. Authority for the acquisition of utility assets pursuant to a like-kind exchange if at that time CDG is not an EWG. H. Affiliate Transactions. I. Authorization Period and Reporting. J. Statement Pursuant to Rule 54. Item 2. FEES, COMMISSION AND EXPENSES Item 3. APPLICABLE STATUTORY PROVISIONS Item 4. REGULATORY APPROVAL Item 5. PROCEDURE Item 6. EXHIBITS AND FINANCIAL STATEMENTS A. Exhibits. B. Financial Statements as of December 31, 1999. 2 3 Item 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS Items 6 of the Application/Declaration as previously amended are hereby amended and restated as follows: Item 6. Exhibits and Financial Statements. (a) Exhibits: A - 1 Certificate of Organization of CDG * A - 2 Certificate of Organization of ACE-REIT* A - 3 Certificate of Organization of CAG* B - 1 Form of Asset Transfer Agreement between Delmarva and CDG* B - 2 Form of Asset Transfer Agreement between ACE and CAG * D - 1 Summary Order dated July 15, 1999 issued by the NJBPU removing generating assets from regulatory oversight* D - 2 Application to VaSCC for Authority to Transfer Delmarva Generating Assets under the Virginia Affiliates Act* D - 3 Order of VaSCC authorizing implementation of restructuring D - 4 Order of the VaSCC under the Virginia Affiliates Act authorizing asset transfer D - 5 Application to FERC for approval of Transfer to an Affiliate* D - 6 FERC Order Authorizing Transfer* D - 7 Application to FERC for Approval of Dividend out of Capital and Affiliate Transactions* D - 8 FERC Order authorizing Dividends out of Capital* D - 9 Application to the PaPUC for Authority to Transfer Delmarva Generating Assets* D -10 PaPUC Order Authorizing Transfer* D -11 Application to the VaSCC for Authority to Transfer Delmarva Generating Assets pursuant to the restructuring* F Preliminary opinion of counsel G Form of Federal Register notice* H - 1 List of Generating Assets to be transferred* H - 2 Financial Projections (Filed under a request for confidential treatment)* * Previously Filed 3 4 SIGNATURE Pursuant to the requirements of the Act, the undersigned companies have duly caused this amended Application to be signed on its behalf by the undersigned thereunto duly authorized. Dated: June 29, 2000 Conectiv Atlantic City Electric Company Delmarva Power & Light Company ACE REIT, Inc. Conectiv Atlantic Generation, LLC Conectiv Delmarva Generation, Inc. Conectiv Energy Holding Company By: /s/ Philip S. Reese ----------------------------------- Philip S. Reese Vice President and Treasurer 4