-----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, P3XnbJMsaaB9KP0Un2tZwmwYGihFXhgoANZ/7VyTXEkeXKRNym6uKo91mItXM8HK Hd2S23wOWv7waDzDqAg2YA== 0000893220-98-000367.txt : 19980218 0000893220-98-000367.hdr.sgml : 19980218 ACCESSION NUMBER: 0000893220-98-000367 CONFORMED SUBMISSION TYPE: U-1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980213 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONECTIV INC CENTRAL INDEX KEY: 0001029590 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 510379417 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U-1/A SEC ACT: SEC FILE NUMBER: 070-09095 FILM NUMBER: 98539841 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 U-1/A 1 FORM U-1 AMENDMENT 3 FOR CONECTIV, INC. 1 Page 1 As Filed with the Securities and Exchange Commission on February 13, 1998 File No. 70-9095 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO.3 TO APPLICATION-DECLARATION ON FORM U-1 UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 CONECTIV, INC. DELMARVA POWER & LIGHT COMPANY SUPPORT CONECTIV, INC.1, 2 DELMARVA ENERGY COMPANY 800 King Street Wilmington, DE 19899
DELMARVA CAPITAL INVESTMENTS, INC. ATLANTIC CITY ELECTRIC COMPANY CONECTIV SERVICES, INC. ATLANTIC ENERGY ENTERPRISES, INC. CONECTIV COMMUNICATIONS, INC. ATLANTIC ENERGY INTERNATIONAL, INC. DELMARVA SERVICES COMPANY 6801 Black Horse Pike DCI I, INC. Egg Harbor Township, NJ 08234 DCI II, INC. DCTC-BURNEY, INC. ATLANTIC GENERATION, INC. CHRISTIANA CAPITAL MANAGEMENT, INC. ATLANTIC SOUTHERN PROPERTIES, INC. DELMARVA OPERATING SERVICES CO. ATE INVESTMENT, INC. CONECTIV SOLUTIONS, LLC ATLANTIC THERMAL SYSTEMS, INC. CONECTIV ENERGY, INC.1 COASTALCOMM, INC. POWER CONSULTING GROUP, INC. ATLANTIC ENERGY TECHNOLOGY, INC. CONECTIV PLUMBING LLC BINGHAMTON GENERAL, INC. 252 Chapman Road BINGHAMTON LIMITED, INC. P.O. Box 6066 PEDRICK LTD., INC. Newark, DE 19714 PEDRICK GEN., INC. VINELAND LIMITED, INC. VINELAND GENERAL, INC. ATLANTIC JERSEY THERMAL SYSTEMS, INC. ATS OPERATING SERVICES, INC. THE EARTH EXCHANGE, INC. ATLANTIC PAXTON COGENERATION, INC. 5100 Harding Highway Mays Landing, NJ 08330
(Names of companies filing this statement and addresses of principal executive offices) CONECTIV, INC. (Name of top registered holding company parent) 2 Page 2 Barbara S. Graham James E. Franklin II, Esq. President General Counsel and Secretary Conectiv, Inc. Conectiv, Inc. 800 King Street 800 King Street Wilmington, Delaware 19899 Wilmington, Delaware 19899 (Names and addresses of agents for service) The Commission is requested to send copies of all notices, orders and communications in connection with this Application-Declaration to:
Peter F. Clark, Esq. James E. Franklin II, Esq. Joyce Koria Hayes, Esq. Conectiv, Inc. Conectiv, Inc. 7 Graham Court 800 King Street 800 King Street Newark, DE 19711 Wilmington, DE 19899 Wilmington, DE 19899
- -------------------------------------- (1) Companies to be formed prior to Merger (2) Renamed Conectiv Resource Partners, Inc. 3 Page 3 The Application-Declaration as previously filed and amended is hereby further amended as follows: ITEM 1. The revisions made to Item 1 below refer to the text contained in Amendment No. 1 filed with the Commission on November 5, 1997: On Page 3, the following sentence is added to Footnote 2: "Support Conectiv is to be renamed Conectiv Resource Partners, Inc." On Page 5, clause (i)(a) in the third paragraph under Item 1.C, "Overview of Financing Request", is deleted and replaced in its entirety by the following: "(i)(a) external issuances by Conectiv of common stock, long-term debt and other securities for cash and the issuance of common stock by Conectiv in consideration for the acquisition by Conectiv or a Non-utility Subsidiary of securities of a company being acquired pursuant to Rule 58 or Section 34 of the Act or pursuant to an order issued by the Commission under the Act" On Page 6, the second sentence under Item 1.E.1, "Conectiv External Financing", is deleted and replaced in its entirety by the following: "With respect to common stock, Conectiv also requests authority to issue common stock to third-parties in consideration for the acquisition by Conectiv or a Non-Utility Subsidiary of securities of a company being acquired pursuant to Rule 58 or Section 34 of the Act or pursuant to an order issued by the Commission under the Act." On Page 7, the following paragraph is added under Item 1.E.1.b, "Long-Term Debt": "Conectiv requests that the Commission reserve jurisdiction over the issuance of long-term debt by Conectiv pending further review of such issuance by the Commission." On Page 9, the first sentence in the first paragraph under Item 1.E.1.a.iv, "Acquisitions", is deleted and replaced in its entirety by the following: "Under the terms of Rule 58 and Section 34 of the Act, Conectiv is authorized to acquire securities of companies engaged in "energy-related businesses" as described in Rule 58 and ETCs." On Page 9, the second sentence in the second paragraph under Item 1.E.1.a.iv, "Acquisitions", is deleted and replaced in its entirety by the following: "Therefore, Conectiv requests authorization to issue common stock with an aggregate market value of up to $100 million in consideration for the acquisition by Conectiv or a Non-utility 4 Page 4 Subsidiary of securities of a company being acquired pursuant to Rule 58 or Section 34 of the Act or pursuant to an order issued by the Commission under the Act." The following is added to Item F.1.a, "Summary of Authorizations Sought - Conectiv External Financing": "....., subject, however, to a reservation of jurisdiction by the Commission over the issuance of long-term debt by Conectiv as previously discussed herein" On Page 11, the first sentence of the third paragraph under Item 1.E.1.c, "Short-Term Debt", is deleted and replaced in its entirety by the following: "Conectiv anticipates negotiating a revolving credit facility (the "Credit Facility") with a group of banks to be effective for borrowing on the effective date of the Merger." On Page 14, the second paragraph under 1.E.2, "Utility Subsidiary Financing", is deleted and replaced in its entirety by the following: " Commission authorization is sought for the issuance by Delmarva of up to $275 million of short-term debt securities consisting of commercial paper, unsecured bank loans and borrowings from the System Money Pool (as described below). A copy of the order of the VSCC authorizing Delmarva to issue up to $275 million of short-term debt (including commercial paper) is filed herewith as Exhibit D-1. The order which will permit such short-term debt to be issued to Conectiv and permit Delmarva to participate in the System Money Pool will be filed by post-effective amendment as Exhibit D-2. Such issuances of securities will comply in all instances with the parameters for financing described above. Any short-term borrowings by Delmarva, when combined with short-term borrowings by Conectiv for which authority is sought herein, will not exceed $500 million at any time during the Authorization Period. The Commission is requested to reserve jurisdiction over the issuance of short-term debt to Conectiv by Delmarva and participation in the Money Pool by Delmarva pending receipt of the order of the VSCC and completion of the record herein." On Page 21, paragraph c under Item 1.F.1, "Conectiv External Financing", is deleted and replaced in its entirety by the following: "Authorization to issue common stock aggregating no more than $100 million (included in the authorization sought in Item 1.F.1.a above) in market value at the time of issue in consideration for the acquisition by Conectiv or a Non-utility Subsidiary of securities of a company being acquired pursuant to Rule 58 or Section 34 of the Act or pursuant to an order issued by the Commission under the Act." On Page 22, paragraph a under Item 1.F.2, "Utility Subsidiary Financing", is amended by adding the following at the end: "......, subject to the reservation of jurisdiction discussed above." 5 Page 5 ITEM 6. (a) Exhibits A-1 Restated Certificate of Incorporation of Conectiv (previously filed) A-2 Form of Conectiv Indenture including Form of Debenture and Form of Medium - Term Note (previously filed) A-3 Forms of Conectiv Common Stock Certificates (previously filed) A-4 Form of Conectiv Commercial Paper Note (previously filed) A-5 Form of Bid Note Agreement (previously filed) A-6 Form of System Money Pool Evidence of Deposit (previously filed) A-7 Form of System Money Pool Short-Term Grid Note (previously filed) A-8 Draft Investment Guidelines (previously filed) A-9 Form of Money Pool Agreement (previously filed) B-1 Form of Standard Conectiv Underwriting Agreement (Common Stock) (previously filed) B-2 Form of Standard Conectiv Underwriting Agreement (Debt) (previously filed) B-3 Form of Standard Conectiv Master Distribution Agreement (Medium-Term Notes) (previously filed) B-4 Summary of Terms of Conectiv Incentive Compensation Plan (incorporated by reference to the filing on Form S-4 (File No. 333-18843) dated December 26, 1996) B-5 Conectiv Dividend Reinvestment Plan (incorporated by reference to the filing on Form S-3 (File No. 333-44219) dated January 13, 1998) D-1 Order of the Virginia State Corporation Commission related to nonexempt financing (filed herewith) D-2 Order of the Virginia State Corporation Commission related to the issuance of short-term debt to Conectiv by Delmarva and participation in the System Money Pool by Delmarva (to be filed by post-effective amendment) F-1 Opinion of Counsel (filed herewith) 6 Page 6 H-1 Proposed Notice (previously filed) H-2 Financial Data Schedules (previously filed) I-1 Summary of existing financing arrangements for Delmarva and subsidiaries (previously filed) I-2 Summary of existing financing arrangements for Atlantic and subsidiaries (previously filed) 7 Page 7 SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned companies have duly caused this Amendment No. 3 to Form U-1 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.
DATE: CONECTIV, INC. February 13, 1998 /s/ B. S. Graham ----------------- B. S. Graham President DELMARVA POWER & LIGHT COMPANY DELMARVA ENERGY COMPANY DELMARVA CAPITAL INVESTMENTS, INC. CONECTIV SERVICES, INC. DCI I, INC. DCI II, INC. DCTC-BURNEY, INC. CHRISTIANA CAPITAL MANAGEMENT, INC. DELMARVA OPERATING SERVICES COMPANY POWER CONSULTING GROUP, INC. February 13, 1998 /s/ D. P. Connelly ------------------ D. P. Connelly Secretary CONECTIV SOLUTIONS, LLC February 13, 1998 /s/ L.M. Walters ------------------ L.M. Walters Treasurer February 13, 1998 Conectiv Plumbing, LLC /s/ D. P. Connelly ------------------ D.P. Connelly Secretary Conectiv Services, Inc. as Managing Member
8 Page 8
ATLANTIC CITY ELECTRIC COMPANY February 13, 1998 /s/ L. M. Walters ----------------- Vice President, Treasurer & Assistant Secretary ATLANTIC ENERGY ENTERPRISES, INC. February 13, 1998 /s/ F. E. DiCola ---------------- Senior Vice President and Treasurer ATLANTIC ENERGY INTERNATIONAL, INC. February 13, 1998 /s/ J. E. Franklin II --------------------- Secretary ATLANTIC GENERATION, INC. February 13, 1998 /s/ F. E. DiCola ---------------- Treasurer and Secretary ATLANTIC SOUTHERN PROPERTIES, INC. February 13, 1998 /s/ F. E. DiCola ---------------- Vice President and Treasurer ATE INVESTMENT, INC. February 13, 1998 /s/ F.E. DiCola --------------- Vice President and Treasurer ATLANTIC THERMAL SYSTEMS, INC. February 13, 1998 /s/ F. E. DiCola ---------------- President and Chief Executive Officer
9 Page 9
COASTAL COMM, INC. February 13, 1998 /s/ R. L. Aveyard ----------------- President and Treasurer ATLANTIC ENERGY TECHNOLOGY, INC. February 13, 1998 /s/ F. E. DiCola ---------------- Treasurer BINGHAMTON GENERAL, INC. BINGHAMTON LIMITED, INC. PEDRICK LIMITED, INC. PEDRICK GENERAL, INC. VINELAND LIMITED, INC. VINELAND GENERAL, INC. February 13, 1998 /s/ F. E. DiCola ---------------- Vice President ATLANTIC JERSEY THERMAL SYSTEMS, INC. February 13, 1998 /s/ F. E. DiCola ---------------- President ATS OPERATING SERVICES, INC. February 13, 1998 /s/ F. E. DiCola ---------------- President THE EARTH EXCHANGE, INC. February 13, 1998 /s/ F. E. DiCola ---------------- President ATLANTIC PAXTON COGENERATION, INC. February 13, 1998 /s/ F. E. DiCola ---------------- President
10 Page 1 EXHIBIT INDEX
D-1 Order of the Virginia State Corporation Commission related to nonexempt financing F-1 Opinion of Counsel
EX-99.D(1) 2 ORDER OF VA. STATE CORP. COMM. NONEXEMPT FINANCING 1 Page 1 Exhibit D-1 COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION AT RICHMOND, December 19, 1996 APPLICATION OF DELMARVA POWER AND LIGHT COMPANY CASE NO. PUF960022 For authority to incur short-term indebtedness ORDER GRANTING AUTHORITY On November 25, 1996, Delmarva Power and Light Company ("Applicant" or the "Company") filed an application under Chapter 3 of Title 56 of the Code of Virginia for authority to issue up to $275,000,000 of short-term debt through December 31, 1999. The proposed amount of short-term debt is in excess of 12% of capitalization as defined in Section 56-65.1. Applicant paid the requisite fee of $250. Delmarva currently has authority to incur up to $150,000,000 of short-term debt through December 31, 1996, under Commission Order dated December 17, 1993, in Case No. PUF930059. Applicant intends to issue the proposed short-term debt through commercial paper and unsecured loans. Applicant states that the funds will be used to meet temporary working capital requirements and as interim or bridge financing for long-term capital requirements and for other proper corporate purposes. THE COMMISSION, upon consideration of the application and having been advised by Staff, is of the opinion and finds that approval of the application will not be detrimental to the public interest. Accordingly, 2 Page 2 IT IS ORDERED THAT: 1. The authority granted in Case No. PUF930059 is hereby terminated and superseded by the authority granted herein. 2. Applicant is hereby authorized to issue short-term debt in excess of 12% capitalization in an aggregate amount outstanding not to exceed $275,000,000 at any one time through the period ending December 31, 1999, under the terms and conditions and for the purposes set forth in the application. 3. Applicant shall file a Report of Action on or before January 31, 1997, January 31, 1998, January 31, 1999, and January 31, 2000, for each preceding year regarding short-term debt financing to include the amount, issuance and maturity dates, and interest rate of each issue along with information concerning the average monthly balance, the maximum aggregate amount outstanding each month, use of the proceeds, and any expenses, commissions or fees paid in connection with short-term debt. 4. This matter shall be continued, subject to the continuing review, audit, and appropriate directive of the Commission. AN ATTESTED COPY hereof shall be sent to Applicant, to the attention of Christie Day Leiser, Senior Counsel, P.O. Box 231, Wilmington, Delaware 19899; and to the Division of Economics and Finance of the Commission. EX-99.F(1) 3 OPINION OF COUNSEL 1 Page 1 Exhibit F-1 Joyce Koria Hayes, Esquire 7 Graham Court Newark, DE 19711 302-266-9211 302-266-9212 (fax) joykor@inet.net (e-mail) February 13, 1998 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Conectiv, Inc. SEC File Number 70-9095 Dear Sirs: I have acted as counsel for Conectiv, Inc., a Delaware corporation ("Conectiv"), in connection with the Form U-1 Application/Declaration (File No. 70-9095), as amended (the "Financing Declaration"), filed with the Securities and Exchange Commission (the "Commission") jointly by Conectiv, by two operating utility companies, Delmarva Power and Light Company ("Delmarva") and Atlantic City Electric Company ("Atlantic") (the "Utility Subsidiaries"), which will be wholly-owned subsidiaries of Conectiv following a proposed merger (the "Merger") and by each of the companies which will become direct and indirect non-utility subsidiary companies (the "Non-Utility Subsidiaries" and together with the Utility Subsidiaries, the "Subsidiaries") upon consummation of the merger. I am also familiar with the Application/Declaration on Form U-1 filed by Conectiv with respect to the Merger in File No. 70-9069 (the "Merger U-1"). As a result of the merger, Atlantic Energy, Inc. ("AEI"), parent company of Atlantic, will be merged into Conectiv, with Conectiv as the surviving corporation. The authorization requested in the Financing Declaration relates to (i) external issues of common stock, long- and short term debt and other securities by Conectiv; (ii) external issuances of capital stock and debt securities not subject to the Rule 52 exemption, including short term debt, by the Utility Subsidiaries, (iii) external issuances of capital stock and debt securities not subject to the Rule 52 exemption by Non-Utility Subsidiaries, (iv) intrasystem financing among Conectiv and its Subsidiaries, including the issuance of intrasystem guarantees and the use of an intrasystem money pool, (v) the ability of the Subsidiaries to alter their capital stock in order to engage in financing with their parent company and the issuance by subsidiaries of dividends out of capital or earned surplus; and (vi) the retention of existing financing entities and the formation of new financing entities and the issuance by such entities of securities otherwise authorized to be issued and sold pursuant to this Application or pursuant to applicable exemptions under the Act, including intrasystem guarantees of such securities (except with respect to the issuance of 2 Page 2 securities, which do not qualify for exemption under Rule 52, and the issuance of long-term debt by Conectiv, the issuance of short-term debt to Conectiv by Delmarva and participation in the System Money Pool by Delmarva, over each of which jurisdiction is reserved, such transactions are hereinafter referred to as the "Proposed Transactions"). In connection with this opinion, I have examined originals or copies, certified or otherwise identified to my satisfaction, of such records of Conectiv and its Subsidiaries and such other documents, certificates and corporate or other records as I have deemed necessary or appropriate as a basis for the opinions set forth herein. In my examination, I have assumed the genuineness of all signatures, the legal capacity of all persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of documents submitted to me as certified or photostatic copies and the authenticity of the originals of such copies. The opinions expressed below in respect of the Proposed Transactions are subject to the following assumptions and conditions: (a) The transactions contemplated by the Merger U-1 shall have been authorized by the Commission and shall have been consummated as described therein (including, without limitation, the due formation of all parties to the transactions described in the Merger U-1). (b) The Proposed Transactions shall have been duly authorized and approved to the extent required by the governing documents and applicable state laws, by the Board of Directors of Conectiv or the appropriate Subsidiary; and any consideration to be received in exchange for issuance of a security as provided in such resolutions shall have been received and the security properly executed and issued as provided in said resolutions. (c) The Commission shall have duly entered an appropriate order or orders with respect to the Proposed Transactions as described in the Declaration granting and permitting the Financing Declaration to become effective under the Act and the rules and regulations thereunder and the Proposed Transactions are consummated in accordance with the Financing Declaration. (d) Registration statements with respect to any shares of Conectiv common stock to be issued in connection with the Proposed Transactions shall have become effective pursuant to the Securities Act of 1933, as amended; no stop order shall have been entered with respect thereto; and the issuance of shares of Conectiv common stock in connection with the Transactions shall have been consummated in compliance with the Securities Act of 1933, as amended, and the rules and regulations thereunder. (e) The parties shall have obtained all consents, waivers and releases, if any required for the Proposed Transactions under all applicable governing corporate documents, contracts, agreements, debt instruments, indentures, franchises, licenses and permits. 3 Page 3 (f) No act or event other than as described herein shall have occurred subsequent to the date hereof which would change the opinions expressed above. Based on the foregoing, and relying on the opinion of James E. Franklin II, Esquire General Counsel of AEI as to the matters referenced below insofar as they relate to AEI and its subsidiaries and matters of New Jersey law and relying on the opinion of Peter F. Clark, Assistant General Counsel of Delmarva as to the matters referenced below insofar as they relate to Delmarva and its subsidiaries and matters of Virginia law, and subject to the assumptions and conditions set forth herein, I am of the opinion that, in the event the Proposed Transactions are consummated in accordance with the Financing Declaration: 1. All state laws applicable to the Proposed Transactions will have been complied with; however, I express no opinion as to need to comply with state blue sky laws; 2. Conectiv and each of the Subsidiaries are, or, as of the effective date of the Merger, will be validly organized and duly existing under the laws of their respective states of incorporation; 3. The equity securities to be issued by Conectiv in the Proposed Transactions will be validly issued, fully paid and nonassessable; and the holders thereof will be entitled to the rights and privileges appertaining thereto set forth in the applicable certificates of incorporation, which define such rights and privileges; 4. The various debt instruments and guarantees to be issued by Conectiv and certain of the Subsidiaries, as part of the Proposed Transactions indicated above will be valid and binding obligations of Conectiv, or such Subsidiaries, in accordance with the terms of such instruments and guarantees; and 5. The consummation of the Proposed Transactions will not violate the legal rights of the holders of any securities issued by Conectiv, the Subsidiaries or any associate company thereof. I hereby consent to the use of this opinion in connection with the Financing Declaration. Very truly yours, Joyce Koria Hayes -----END PRIVACY-ENHANCED MESSAGE-----