POS AMC

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As filed with the Securities and Exchange Commission on July 23, 2001
                                                                File No. 70-9069


                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                         POST-EFFECTIVE AMENDMENT NO. 6
                                   TO FORM U-1
                             APPLICATION/DECLARATION
                                      UNDER
                 THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

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                                    CONECTIV
                          ATS OPERATING SERVICES, INC.
                            ATLANTIC GENERATION, INC.
                      ATLANTIC JERSEY THERMAL SYSTEMS, INC.
                          CONECTIV ENERGY SUPPLY, INC.
                       CONECTIV OPERATING SERVICES COMPANY
                         CONECTIV THERMAL SYSTEMS, INC.

                                 800 King Street
                              Wilmington, DE 19899

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                     (Name of company filing this statement
                   and address of principal executive offices)

                                    Conectiv
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                 (Name of top registered holding company parent)

                                 Philip S. Reese
                          Vice President and Treasurer
                                    Conectiv
                                 (address above)
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                     (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, General Counsel                    Judith A. Center
Christie Day Leiser, Assistant General Counsel     Skadden Arps, Slate,
Conectiv                                           Meagher, & Flom LLP
800 King Street                                    1440 New York Avenue, N.W.
Wilmington, DE  19899                              Washington, D.C.  20005



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ITEM 1. DESCRIPTION OF PROPOSED TRANSACTIONS

A. BACKGROUND


Conectiv, a Delaware corporation, previously was authorized under Section
9(a)(2) of the Public Utility Holding Company Act of 1935, as amended (the
"Act"), to consummate certain transactions resulting in the acquisition by
Conectiv of all of the outstanding common stock of Delmarva Power & Light
Company, a Delaware and Virginia corporation and an operating public utility
company, and of Atlantic City Electric Company, a New Jersey corporation and an
operating public utility company and of certain direct and indirect nonutility
subsidiaries (see HCAR No. 26832 dated February 25, 1998 in File No. 70-9069).
Pursuant to authority granted in such order and a number of subsequent orders,
Conectiv has established various utility and nonutility subsidiaries, including
the subsidiaries listed above, which derive substantially all of their revenues
from energy-related activities within the scope of Rule 58 of the Commission's
regulations.

B. REQUESTED AUTHORIZATION

Conectiv, on behalf of any current or future nonutility subsidiaries which
derive substantially all of their revenues from activities within the scope of
Rule 58 ("Rule 58 Subsidiaries"), requests authority to engage in business
activities permitted by Rule 58 outside the United States.

C. ENERGY MARKETING AND OTHER RULE 58 ENERGY-RELATED ACTIVITIES OUTSIDE THE
   UNITED STATES.

Conectiv requests authority on behalf of Rule 58 Subsidiaries to engage in
business activities permitted by Rule 58 outside the United States. Such
activities may include:

(i)    the brokering and marketing of electricity, natural gas and other energy
       commodities ("Energy Marketing");

(ii)   energy management services ("Energy Management Services"), including the
       marketing, sale, installation, operation and maintenance of various
       products and services related to energy management and demand-side
       management, including energy and efficiency audits; facility design and
       process control and enhancements; construction, installation, testing,
       sales and maintenance of (and training client personnel to operate)
       energy conservation equipment; design, implementation, monitoring and
       evaluation of energy conservation programs; development and review of
       architectural, structural and engineering drawings for energy
       efficiencies, design and specification of energy consuming equipment; and
       general advice on programs; the design, construction, installation,
       testing, sales and maintenance of new and retrofit heating, ventilating
       and air conditioning, electrical and power systems, alarm and warning
       systems, motors, pumps, lighting, water, water-purification and plumbing
       systems, and related structures, in connection with energy-related needs;
       and the provision of services and products designed to prevent, control,
       or mitigate adverse effects of power disturbances on a customer's
       electrical systems; and

(iii)  engineering, consulting and other technical support services ("Consulting
       Services") with respect to energy-related businesses, as well as for
       individuals. Such Consulting Services would include technology
       assessments, power factor correction and harmonics mitigation analysis,
       meter reading and repair, rate schedule design and analysis,
       environmental services, engineering services, billing services (including
       consolidation billing and bill disaggregation tools), risk management
       services, communications systems, information


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       systems/data processing, system planning, strategic planning, finance,
       feasibility studies, and other similar services.

Conectiv's specific interest at this time is for authorization to participate
through one or more direct or indirect subsidiaries in a new energy market in
Canada that will commence operation on or about September 1, 2001. An
Independent Electricity Market Operator will be responsible for the Ontario bulk
electricity system and for enabling, administering and operating the upcoming
competitive wholesale energy markets in the Province of Ontario. Conectiv wishes
to participate in that market relatively soon after the market is established.

Conectiv requests that the Commission (i) authorize Rule 58 Subsidiaries to
engage in Energy Marketing in Canada;(ii) authorize the Rule 58 Subsidiaries to
provide Energy Management and Consulting Services anywhere outside the United
States; and (iii) reserve jurisdiction over other activities of Rule 58
Subsidiaries outside the United States and Canada pending completion of the
record. The Commission has recognized that given the integrated nature of the
United States and Canadian energy markets, the conduct of marketing activities
in Canada satisfies the functional relationship standard of Section 11 to the
same extent as does the conduct of such activities anywhere within the Unites
States. Similarly, the Commission has also found that energy management and
consulting activities outside the United States pose no incremental risks to the
registered company system to compete effectively in an increasingly global
marketplace.(1)

D. STATEMENT PURSUANT TO 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 Exempt Wholesale Generator ("EWG") or a Foreign
Utility Company ("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), or (c) are satisfied. As demonstrated below, such
rules are satisfied.

By Order dated August 17, 2000, HCAR No. 27213 (the "August 17 Order"), the
Commission authorized Conectiv to invest up to $350 million ("EWG Project
Limit") in EWGs. Conectiv has no investments in FUCOs and does not propose to
make any investments in FUCOs. Conectiv is currently in compliance with the EWG
Project Limit, in that its current investment in EWGs as of March 31, 2001 was
approximately $101.5 million. Moreover, Conectiv will inform the Commission of
its investments in EWGs on an ongoing basis by filing with the Commission, as
required by the August 17 Order, quarterly certificates containing extensive
information specified in the August 17 Order concerning those investments. With
respect to the other requirements of Rule 53:

(i)    Conectiv maintains books and records to identify investments in, and
       earnings from, each EWG and FUCO in which it directly or indirectly holds
       an interest.


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(1) See Energy East Corp. et al, HCAR No. 27228 (September 12, 2000); NiSource
Inc. et al., HCAR No. 27265 (November 1, 2000); Southern Energy, Inc., HCAR No.
27020 May 13, 1999) (supplemented order amending prior order to permit
registered holding company subsidiary to engage in power and gas marketing
activities in Canada and reserving jurisdiction over such activities outside the
United States and Canada); Interstate Energy Corp., HCAR No. 27069 (August 26,
1999); See also, National Fuel Gas Co., HCAR No. 27114 (December 16, 1999).



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       (A) For each United States EWG in which Conectiv directly or indirectly
           holds an interest:

           (1)  the books and records for such EWG will be kept in conformity
                with United States generally accepted accounting principles
                ("GAAP");

           (2)  the financial statements will be prepared in accordance with
                GAAP; and

           (3)  Conectiv directly or through its subsidiaries undertakes to
                provide the Commission access to such books and records and
                financial statements as the Commission may request.

       (B) For each FUCO or foreign EWG that is a majority-owned subsidiary of
           Conectiv:

           (1)  the books and records for such subsidiary will be kept in
                accordance with GAAP;

           (2)  the financial statements for such subsidiary will be prepared in
                accordance with GAAP; and

           (3)  Conectiv directly or through its subsidiaries undertakes to
                provide the Commission access to such books and records and
                financial statements, or copies thereof in English, as the
                Commission may request.

       (C) For each FUCO or foreign EWG in which Conectiv owns 50% or less of
           the voting securities, Conectiv directly or through its subsidiaries
           will proceed in good faith, to the extent reasonable under the
           circumstances, to cause:

           (1)  such entity to maintain books and records in accordance with
                GAAP;

           (2)  the financial statements of such entity to be prepared in
                accordance with GAAP; and

           (3)  access by the Commission to such books and records and financial
                statements (or copies thereof) in English as the Commission may
                request and, in any event, will provide the Commission on
                request copies of such materials as are made available to
                Conectiv and its subsidiaries. If and to the extent that such
                entity's books, records or financial statements are not
                maintained in accordance with GAAP, Conectiv will, upon request
                of the Commission, describe and quantify each material variation
                therefrom as and to the extent required by subparagraphs (a) (2)
                (iii) (A) and (a) (2) (iii) (B) of Rule 53.

(ii)   No more than 2% of Conectiv's domestic public utility subsidiary
       employees will render any services, directly or indirectly, to any EWG or
       FUCO in which Conectiv directly or indirectly holds an interest.

(iii)  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 holding company system. In addition, Conectiv will submit
       to each such commission copies of any amendments to any Form U-1 seeking
       approval of EWG or FUCO financing and any Rule 24 certificates required
       thereunder, as


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       well as a copy of Item 9 of Conectiv's Form U5S and Exhibits H and I
       thereof (commencing with the Form U5S to be filed for the calendar year
       in which the authorization therein requested is granted).

(iv)   None of the provisions of paragraph (b) of Rule 53 render paragraph (a)
       of that Rule unavailable for a transaction requiring Commission approval
       for the issuance and sale of a security by Conectiv for purposes other
       than the acquisition of an EWG or FUCO or other transactions by Conectiv
       or its subsidiaries other than with respect to EWGs or FUCOs.

       (A) Neither Conectiv nor any subsidiary of Conectiv having a book value
           exceeding 10% of Conectiv's consolidated retained earnings is the
           subject of any pending bankruptcy or similar proceeding.

       (B) As stated previously, Conectiv is in complete compliance with the
           August 17 Order, which dealt with the status of Conectiv's
           consolidated retained earnings.

       (C) Conectiv did not incur operating losses from direct or indirect
           investments in EWGs and FUCOs in 2000 in excess of 5% of Conectiv's
           December 31, 2000 consolidated retained earnings.

ITEM 2. FEES, COMMISSIONS AND EXPENSES.

The fees, commissions and expenses to be incurred, directly or indirectly, by
Conectiv or any associate company thereof in connection with the proposed
transactions are estimated as follows:

                                                              
        Expenses of Conectiv Resource Partners, Inc.             $ *
        Fees of outside counsel.                                 $ *
        Miscellaneous expenses                                   $ *
                                                                  --
        TOTAL                                                    $ *


* to be filed by amendment.

ITEM 3. APPLICABLE STATUTORY PROVISIONS.

Sections 9 (a)(1), 10 & 11 are applicable to the requested authorizations.

ITEM 4. REGULATORY APPROVAL.

No other regulatory agency has jurisdiction over the proposed transaction.

ITEM 5. PROCEDURE.

Conectiv requests that the Commission issue and publish not later than August 1,
2001, the requisite notice under Rule 23 with respect to the filing of this
Declaration. Conectiv further requests that such notice specify a date not later
than August 27, 2001 as the date after which the Commission may issue an order
granting this Application.

Conectiv waives a recommended decision by a hearing officer or other responsible
officer of the Commission; consents that the Staff of the Division of Investment
Management may assist in the preparation of the Commission's order; and requests
that there be no waiting period between the issuance of the Commission's order
and its effectiveness.


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ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS.

EXHIBITS

        A      Not applicable
        B      Not applicable
        C      Not applicable
        D      Not applicable
        E      Not applicable
        F      Preliminary opinion of counsel (to be filed by amendment)
        G      Form of Federal Register notice

FINANCIAL STATEMENTS:

       FS-1 Conectiv Consolidated Balance Sheet as of March 31, 2001.
       (incorporated by reference to the filing on Form 10-Q)

       FS-2 Conectiv Consolidated Income Statement for the period ended March
       31, 2001 (incorporated by reference to the filing on Form 10-Q)

Since the proposed transactions have no impact on the financial statements of
Conectiv nor the consolidated system nor on any subsidiary company, proforma
financial statements are omitted.

ITEM 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS.

The Commission's action in this matter will not constitute major federal action
significantly affecting the quality of the human environment. No other federal
agency has prepared or is preparing an environmental impact statement with
regard to the proposed transactions.


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                                    SIGNATURE


Pursuant to the requirements of the Act, the undersigned companies have duly
caused this Post-Effective Amendment No. 6 to be signed on its behalf by the
undersigned thereunto duly authorized.

The signatures of the applicants and of the persons signing on their behalf are
restricted to the information contained in this application which is pertinent
to the application of the respective companies.


DATE:                               Conectiv
                                    ATS Operating Services, Inc.
                                    Atlantic Generation, Inc.
                                    Atlantic Jersey Thermal Systems, Inc
                                    Conectiv Energy Supply Inc.
                                    Conectiv Operating Services Company
                                    Conectiv Thermal Systems, Inc.


July 23, 2001                       /s/ Philip S. Reese
                                    -------------------
                                    Philip S. Reese
                                    Vice President and Treasurer

EX-99.G

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                                                                       EXHIBIT G

CONECTIV ET AL. (70-9069)

NOTICE OF PROPOSED AUTHORITY TO ENGAGE IN ENERGY-RELATED ACTIVITIES OUTSIDE THE
UNITED STATES

Conectiv , a registered holding company, and various of its nonutility
subsidiaries, 800 King Street, Wilmington, DE 18999, have filed a declaration
pursuant to Sections 9, 10 and 11 of the Act.

Conectiv requests authority for its current and future nonutility subsidiaries
which derive substantially all of their revenues from energy-related activities
within the scope of Rule 58 of the Commission's regulations ("Rule 58
Subsidiaries"), to engage in energy-related activities permitted by Rule 58,
including energy marketing, energy management services and consulting services,
outside the United States. Conectiv requests that the Commission reserve
jurisdiction over energy marketing activities taking place outside of the United
States and Canada pending completion of the record; authorize the Rule 58
Subsidiaries to provide energy management and consulting services anywhere
outside of the United States; and reserve jurisdiction over other activities of
Rule 58 Subsidiaries outside of the United States pending completion of the
record.

For the Commission, by the Division of Investment Management, pursuant to
delegated authority.

                                                Jonathan G. Katz
                                                Secretary