35-CERT 1 w55356ce35-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 CERTIFICATE Conectiv and Subsidiaries OF File No. 70-9655 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 order of the Securities and Exchange Commission (the "Commission") dated June 29, 2000 (the "Order") in the above- referenced file. This certificate reports transactions for the period from July 1, 2001 through September 30, 2001. Capitalized terms not otherwise defined herein have the meaning ascribed in the Application-Declaration or the Order. On August 31, 2001, pursuant to the Order, Conectiv Delmarva Generation, Inc. ("CDG") acquired certain generating assets (the "New Hay Road Facilities") from a nonassociate company. This transaction was the culmination of a "like-kind exchange" for tax purposes in which a subsidiary of Conectiv sold certain generation assets to a third party. The New Hay Road Facilities were acquired by CDG as utility assets as authorized by the Order. The transaction described above was carried out in accordance with the terms and conditions of, and for the purposes requested in, the Application-Declaration, and in accordance with the terms and conditions of the Order. 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 ACE REIT, Inc Atlantic City Electric Company Conectiv Atlantic Generation, L.L.C. Conectiv Delmarva Generation, Inc. Conectiv Energy Holding Company Delmarva Power & Light Company November 29, 2001 /s/ Philip S. Reese ------------------- Philip S. Reese Vice President and Treasurer EXHIBIT INDEX F-2 Past-tense opinion of counsel