-----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, LRDcg3AaXk906uBmlAnuv8Ro8ONoXOMBZ2XRAoTT1Au30u2/tQvkGE5vh2A7ahdX PbfbjDEA35LGDSChuH8Org== 0000893220-01-500942.txt : 20020412 0000893220-01-500942.hdr.sgml : 20020412 ACCESSION NUMBER: 0000893220-01-500942 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20011129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONECTIV 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: 35-CERT SEC ACT: 1935 Act SEC FILE NUMBER: 070-09095 FILM NUMBER: 1801479 BUSINESS ADDRESS: STREET 1: 800 KING ST STREET 2: 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 35-CERT 1 w55356e35-cert.txt 35-CERT FOR CONECTIV DATED NOVEMBER 29, 2001 As Filed with the Securities and Exchange Commission on November 29, 2001 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 In the Matter of INTERIM CERTIFICATE Conectiv and Subsidiaries OF File No. 70-9095 NOTIFICATION (Public Utility Holding Company PURSUANT TO RULE 24 Act of 1935) This Certificate of Notification is filed by Conectiv, a Delaware corporation, pursuant to Rule 24 (17 C.F.R. Section 250.24). Such filing is made in connection with Conectiv's Form U-1 Application-Declaration, as amended (the "Application-Declaration"), and authorized by the orders of the Securities and Exchange Commission (the "Commission") dated February 26, 1998, August 21, 1998, September 28, 1998, October 21, 1998, November 13, 1998, December 14, 1999, August 17, 2000 and June 7, 2001 (the "Orders") in the above- referenced file. The Orders directed that Conectiv file with the Commission quarterly certificates pursuant to Rule 24 within 60 days after each of the first three calendar quarters and within 90 days after the last calendar quarter. This certificate reports transactions from the period July 1, 2001 through September 30, 2001. Capitalized terms not otherwise defined herein have the meaning ascribed in the Application-Declaration. 1. Conectiv Common Stock issued during period (new issue shares only):
# Of Shares Issued During Average Cumulative Issuance Period Price per Share Issuance Amount Amount 0 N/A 0 0
Note: Conectiv's issuance of common stock and long-term debt is limited to $500 million in aggregate pursuant to the Order dated February 26, 1998. Of this amount, no more than $250 million of long-term debt can be issued (subject to a reservation of jurisdiction on the remaining $250 million of long-term debt). An additional $500 million of long-term debt issuance was authorized in the Order dated December 14, 1999, subject to a reservation of jurisdiction. Conectiv has already issued $250 million of long-term debt as noted in Item 4 below. Therefore, the remaining capacity for the issuance of common stock pursuant to the Order dated February 26, 1998 is $250 million less any additional long-term debt issued pursuant to a release from the reservation of jurisdiction. 2. Conectiv Common Stock issued pursuant to dividend reinvestment plans and Common Stock and options issued pursuant to benefit plans:
Common Stock #Of Shares Issued During Period Cumulative # Of Shares Issued ------------ ------------------------------- ----------------------------- Dividend Reinvestment 0 0 Employee Benefit Plans 0 14,900
During the period, no stock options or shares of restricted stock were issued under the Conectiv Incentive Compensation Plan. During the period, no shares of Conectiv Common Stock were issued under the Conectiv Incentive Compensation Plan. There were no stock options exercised under the Delmarva Long-Term Incentive Plan during the quarter and no shares of Common Stock were issued. To date, awards under the employee benefit plans include 2,909,500 common stock options and 752,100 shares of restricted stock. Note: Cumulative shares issued for dividend reinvestment plans cannot exceed 5 million shares; cumulative shares issued for employee benefit plans cannot exceed 5 million shares. 3. Conectiv Common Stock issued for acquisitions:
# Of Shares Issued During Period Value per Share Restricted (Y/N) -------------------------------- --------------- ---------------- 0 N/A N/A
4. Conectiv Long-Term Debt issued during period: None Note: Aggregate long-term debt financing by Conectiv cannot exceed $250 million pursuant to the Orders (see Item 1 above); an additional $750 million of long-term debt is subject to a reservation of jurisdiction. Conectiv has already issued $250 million of long-term debt pursuant to the Orders and, therefore, cannot issue any additional long-term debt without a release from the reservation of jurisdiction. 5. Short-Term Debt issued by Conectiv and Delmarva Power & Light Company ("Delmarva") during period:
Company Balance at Period-End Weighted Average Cost Highest Daily Balance ------- --------------------- --------------------- --------------------- Conectiv $804,926,000 4.18% $837,714,000 Delmarva 0 N/A 0
Note: Conectiv's daily balance cannot exceed $2 billion pursuant to the Orders; Delmarva's daily balance cannot exceed $275 million pursuant to the Orders and the order of the Virginia State Corporation Commission. 6. Interest rate risk management transactions during period by Conectiv and/or Utility Subsidiaries: No activity. 7. Utility Subsidiary financings during period: Delmarva: See Item 5 above. Conectiv Atlantic Generation, L.L.C.: None Conectiv Delmarva Generation, Inc.: None Note: Short-term and long-term financings by Atlantic City Electric Company are exempt pursuant to Rule 52; long-term financings by Delmarva are exempt pursuant to Rule 52. Aggregate financing by Conectiv Atlantic Generation, L.L.C., Conectiv Delmarva Generation, Inc. and any New Utility Subsidiary cannot exceed $1 billion. 8. Non-utility financing during the period not exempt pursuant to Rule 52:
Company Type of Borrowing Amount ($) Interest Rate (%) Atlantic Generation, Inc. Money Pool Advance * * Conectiv Energy Supply, Inc. Money Pool Advance * * Conectiv Thermal Systems, Inc. Money Pool Advance * * Conectiv Energy Holding Company Money Pool Advances 230,607,133 4.18 Conectiv Operating Services Company Money Pool Advances * * Conectiv Mid-Merit, Inc. Parent Company Advance 228,670,750 4.18 Conectiv Bethlehem, Inc. Parent Company Advance 1,928,604 4.18 Various Surety Bonds 74,704,465 N/A
* Reported on Form U-9C-3 9. Guarantees issued by Conectiv and Non-utility Subsidiaries as of end of period:
Conectiv $492.2 million Non-Utility Subsidiaries $8.8 million
Note: Guarantees by Conectiv cannot exceed $1.5 billion; guarantees by Non-Utility Subsidiaries cannot exceed $100 million. 10. Borrowings from System Money Pool during period: Pursuant to the Orders, the limit on borrowings by individual Non-Utility Subsidiaries was eliminated and the applicable borrowings are reported on Form U-6B-2 filed contemporaneously herewith. 11. Forms U-6B-2 filed with Commission during period:
Filing Entity Date of Filing - ------------- -------------- ATE Investment, Inc. 11/29/01 Atlantic Southern Properties, Inc. 11/29/01 Conectiv Communications, Inc. 11/29/01 Conectiv Plumbing LLC 11/29/01 Conectiv Properties and Investments, Inc 11/29/01 Conectiv Resource Partners, Inc. 11/29/01 Conectiv Services, Inc 11/29/01 Conectiv Solutions, LLC 11/29/01 DCI I, Inc 11/29/01 DCI II, Inc. 11/29/01 King Street Assurance Ltd 11/29/01
12. Financial Statements: - Conectiv Balance Sheet (Incorporated by reference to the filing of Conectiv on Form 10-Q for the period ended September 30, 2001) - Delmarva Balance Sheet (Incorporated by reference to the filing of Delmarva on Form 10-Q for the period ended September 30, 2001) 13. Registration Statements filed pursuant to the Securities Act of 1933: None. 14. Computation under Rule 53(a):
($ THOUSANDS) 1 2 3 4 5 6 7 Average Average 10% Test 2% of Capital Maximum EWG Aggregate Remaining Retained Retained Invested in Investments EWG Capacity for Earnings Earnings Utility Plant per Orders Investments EWG (Last Four (Previous (Use only if 1 Investments Quarters) Four is 10% less than Quarters) 2) 9/30/01 125,007 79,320 58% N/A 350,000 218,966 131,034
15. Conectiv Investment in EWG Projects: Conectiv's investments in EWGs as of September 30, 2001 were $219.0 million. 16. Conectiv's Consolidated Capitalization Ratios as of September 30, 2001: ($ thousands)
Debt 2,817,561 65.64% Preferred Stock 213,513 4.97% Common Equity 1,261,629 29.39% --------- ----- Total Capitalization 4,292,629 100.00%
17. Market/Book Ratio of Conectiv Common Stock:
Closing Price @ 9/30/01 Book Value @ 9/30/01 Ratio Conectiv Common Stock $23.50 $14.22 1.65 Conectiv Class A Common Stock $19.27 $14.22 1.36
18. New EWG Projects during Preceding Quarter: There were no new EWG Projects initiated during the period. 19. Consolidated and EWG Earnings Growth: Energy Systems North East, LLC ("ESNE"), an indirect subsidiary of Conectiv, has a 50% interest in an EWG Project located in North East Pennsylvania. The effect of ESNE's earnings are insignificant in relation to Conectiv's earnings. ESNE is the only operating EWG Project in the Conectiv System. 20. EWG Revenue and Net Income: ESNE's revenues and net income are de minimis. 21. New Utility Subsidiaries established during period: None. 22. Utility property acquired during period by utility subsidiaries of Conectiv Energy Holding Company: None. SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned companies have duly caused this Certificate of Notification to be signed on their 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. Conectiv Delmarva Power & Light Company Conectiv Resource Partners, Inc. Conectiv Energy Supply, Inc. Conectiv Properties and Investments, Inc. Conectiv Services, Inc. DCI I, Inc. DCI II, Inc. DCTC-Burney, Inc. Conectiv Operating Services Company Conectiv Solutions, LLC Conectiv Plumbing, LLC Atlantic City Electric Company Atlantic Generation, Inc. Atlantic Southern Properties, Inc. ATE Investment, Inc. Conectiv Thermal Systems, Inc. Binghamton General, Inc. Binghamton Limited, Inc. Pedrick General, Inc. Vineland Limited, Inc. Vineland General, Inc. ATS Operating Services, Inc. King Street Assurance, Ltd. Atlantic Jersey Thermal Systems, Inc Conectiv Atlantic Generation, L.L.C. ACE REIT, Inc. Conectiv Communications, Inc. Conectiv Delmarva Generation, Inc. Conectiv Energy Holding Company Conectiv Mid-Merit, Inc. November 29, 2001 /s/ Philip S. Reese ------------------- Philip S. Reese Vice President and Treasurer -----END PRIVACY-ENHANCED MESSAGE-----