-----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, WzztyMv+MWXvaCuAfxMwzoKVr3SNwsdpRZJKcTkYlHmXv13lWh8qwxyxX5XjKKEW cxDLJBOiGQr2oKIlWSxkrw== 0000893220-98-000306.txt : 19980622 0000893220-98-000306.hdr.sgml : 19980622 ACCESSION NUMBER: 0000893220-98-000306 CONFORMED SUBMISSION TYPE: S-4MEF PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980210 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONECTIV INC CENTRAL INDEX KEY: 0001029590 STANDARD INDUSTRIAL CLASSIFICATION: 4931 IRS NUMBER: 510379417 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4MEF SEC ACT: SEC FILE NUMBER: 333-45967 FILM NUMBER: 98529454 BUSINESS ADDRESS: STREET 1: 800 KING STREET P O BOX 231 CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 3024293017 MAIL ADDRESS: STREET 1: 800 KING ST STREET 2: P O BOX 231 CITY: WILMINGTON STATE: DE ZIP: 19801 S-4 1 FORM S-4, CONECTIV, INC. 1 As filed with the Securities and Exchange Commission on February 10, 1998 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------- FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------- CONECTIV, INC. (Exact name of registrant as specified in charter) ----------------- Delaware 51-0377417 (State of Incorporation) (IRS Employer Identification No.) 800 King Street Wilmington, DE 19899 Attn: Barbara S. Graham (302) 429-3448 (Address, including zip code, and telephone number including area code, of registrant's principal executive offices) ----------------------- Barbara S. Graham James E. Franklin II, Esq. President General Counsel and Secretary Conectiv Conectiv 800 King Street 6801 Black Horse Pike Wilmington, DE 19899 Egg Harbor Township, NJ 08234 (302) 429-3448 (609) 645-4420 (Names, addresses and telephone numbers, including area codes, of agents for service) ----------------------- Copies to: Douglas W. Hawes, Esq. James M. Cotter, Esq. Steven H. Davis, Esq. Vincent Pagano, Jr., Esq. LeBoeuf, Lamb, Greene & MacRae, Simpson Thacher & Bartlett L.L.P. 425 Lexington Avenue 125 West 55th Street New York, new York 10017 New York, New York 10019
----------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this Registration Statement is declared effective. The issuance of securities shall occur when all other conditions to the merger of DS Sub, Inc. (a Delaware corporation and a wholly owned transitory subsidiary of the Registrant established solely to effectuate such merger) with and into Delmarva Power & Light Company (the "Delmarva Merger") and the merger of Atlantic Energy, Inc., a New Jersey corporation, with and into the Registrant (the "Atlantic Merger" and, together with the Delmarva Merger, the "Mergers") pursuant to the Agreement and Plan of Merger (the "Merger Agreement") described in the Prospectus forming a part of the S-4 Registration Statement filed by Conectiv, Inc. on December 26, 1996 (File No. 333-18843, have been satisfied or waived. If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. / / If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. /X/ 333-18843
CALCULATION OF REGISTRATION FEE ================================================================================================================================ Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of Registration Securities to be Registered Offering Pricing Per Aggregate Offering Fee (1) Registered Share (1) Price (1) - - - -------------------------------------------------------------------------------------------------------------------------------- Common Stock ($.01 par value) 800,000 shares $21.75 $17,400,000.00 $5,133.00 ================================================================================================================================
(1) The proposed maximum offering price per share and in the aggregate have been estimated solely for the purposes of computing the registration fee. Pursuant to Rule 457(c) and 457(f)(1), the registration fee has been calculated based on the average of the high and low prices for the Common Stock of Delmarva Power & Light Company (the higher priced stock of the two companies combining to form Conectiv) on February 5, 1998, as reported on the New York Stock Exchange Composite Tape. ----------------------- ================================================================================ 2 This registration statement is being filed with respect to the registration of additional securities for an offering pursuant to Rule 462(b)(3) under the Securities Act of 1933, as amended. The contents of the earlier effective registration statement (File No. 333-18843) are incorporated in this registration statement by reference. The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith. 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wilmington, State of Delaware, on February 10, 1998. CONECTIV, INC. By: /s/ Barbara S. Graham Name: Barbara S. Graham Title: President Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE /s/ Barbara S. Graham Director and President February 10, 1998 --------------------- (Principal Executive Officer and Principal (Barbara S. Graham) Financial Officer) /s/ Michael J. Barron Director February 10, 1998 --------------------- (Michael J. Barron) /s/ James P. Lavin Vice President February 10, 1998 ------------------ (Principal Accounting Officer) (James P. Lavin)
4 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT - - - ------ ---------------------- 5 (a) --- Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P., with respect to the securities being registered hereunder 5 (b) --- Opinion of Simpson Thacher & Bartlett, with respect to the securities being registered hereunder 23 (a) --- Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P.(included in Exhibit 5 (a)) 23 (b) --- Consent of Simpson Thacher & Bartlett (included in Exhibit 5 (b))
EX-5.(A) 2 OPINION OF LEBOEUF, LAMB, GREENE & MACRAE, LLP 1 Exhibit 5(a) [Letterhead of LeBoeuf, Lamb, Greene & MacRae, L.L.P.] February 10,1998 Delmarva Power & Light Company 800 King Street Wilmington, DE 19899 Conectiv, Inc. 800 King Street Wilmington, DE 19899 Ladies and Gentlemen: We have acted as counsel to Delmarva Power & Light Company, a Delaware and Virginia corporation ("Delmarva"), and Conectiv, Inc., a Delaware corporation (the "Company"), in connection with the filing of a Registration Statement (the "Registration Statement") on Form S-4 under the Securities Act of 1933, as amended (the "Act"), relating to the registration of 800,000 shares of Common Stock, par value $0.01 per share, of the Company. In connection with this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such instruments, certificates, records and documents, including the draft of the form of restated certificate of incorporation of the Company (the "Restated Certificate") which is attached as Exhibit 3(a) to the Company's Registration Statement on Form S-4 that was filed with the Securities and Exchange Commission on December 26, 1996, and have reviewed such questions of law, as we have deemed necessary or appropriate for purposes of this opinion. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted as copies and the authenticity of the originals of such latter documents. As to any facts material to our opinion, we have relied upon the aforesaid instruments, certificates, records and documents and inquiries of Company and Delmarva representatives. 2 Based upon the foregoing examination, and assuming the adoption, filing and acceptance with the General Corporation Law of the State of Delaware of a restated certificate of incorporation in the form of the Restated Certificate, we are of the opinion that the shares to be issued by the Company to the Delmarva stockholders have been duly authorized and, when issued in the manner contemplated by the Registration Statement (including the declaration and maintenance of the effectiveness of the Registration Statement and the obtaining and maintenance of all requisite regulatory and other approvals), will be validly issued, fully paid and nonassessable. We are, in this opinion, opining only on the General Corporation Law of the State of Delaware and the federal law of the United States. We are not opining on "blue sky" or other state securities laws. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption "Legal Matters" therein and in the related prospectus, and in any supplements thereto or amendments thereof. Our consent to such reference does not constitute a consent under Section 7 of the Act, and in consenting to such reference we have not certified any part of the Registration Statement and do not otherwise come within the categories of persons whose consent is required under Section 7 or under the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ LeBoeuf, Lamb, Greene & MacRae, L.L.P. EX-5.(B) 3 OPINION OF SIMPSON THACHER & BARTLETT 1 Exhibit 5(b) [Letterhead of Simpson Thacher & Bartlett] February 10, 1998 Conectiv, Inc. 800 King Street Wilmington, Delaware 19899 Ladies and Gentlemen: With respect to the Registration Statement on Form S-4 (the "Registration Statement") of Conectiv, Inc., a Delaware corporation (the "Company"), relating to the issuance of shares of its Common Stock, par value $.01 per share (the "Company Common Stock"), and shares of its Class A Common Stock, par value $.01 per share (the "Class A Common Stock"), pursuant to an Agreement and Plan of Merger, dated August 9, 1996, as amended and restated as of December 26, 1996, by and among Atlantic Energy, Inc., a New Jersey corporation ("Atlantic"), Delmarva Power & Light Company, a Delaware corporation, DS Sub, Inc., a Delaware corporation, and the Company (the "Merger Agreement"), we are of the opinion that when the shares of Class A Common Stock and the shares of Company Common Stock to be issued to the stockholders of Atlantic pursuant to the Merger Agreement (the "Shares") have been issued in accordance with the Merger Agreement, and when the steps mentioned in the next paragraph have been taken, the Shares will be legally issued, fully paid and nonassessable. The steps to be taken which are referred to in the next preceding paragraph consist of the following: 1) Appropriate definitive action by the Board of Directors of the Company; 2) Filing of the certificates or articles of merger with with the Secretary of State of the State of Delaware, the Secretary of State of the State of New Jersey and the State Corporation Commission of Virginia as contemplated by the Registration Statement; 3) Compliance with the Securities Act of 1933, as amended; 4) Compliance with the Public Utility Holding Company Act of 1935, as amended, and the Federal Power Act, as amended; and 5) Issuance of the Shares in accordance with the corporate and governmental authorizations aforesaid. We are members of the Bar of the State of New York, and we do not express any opinion herein concerning any law other than the law of the State of New York, the federal law of the United States and the Delaware General Corporation Law. 2 We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference of this firm appearing in the Registration Statement under the caption "Legal Matters". Very truly yours, /s/ SIMPSON THACHER & BARTLETT -----END PRIVACY-ENHANCED MESSAGE-----