-----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, VWxDr89VYjX2/5k/yFt1vjzifm/a104hAz5qIxl3668rPI+0ieL9QcJBDN5zlXX9 B1zatqId93M5wQd/8degkg== 0000893220-98-001350.txt : 19980814 0000893220-98-001350.hdr.sgml : 19980814 ACCESSION NUMBER: 0000893220-98-001350 CONFORMED SUBMISSION TYPE: POS AMC PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980813 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONECTIV INC 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: POS AMC SEC ACT: SEC FILE NUMBER: 070-09095 FILM NUMBER: 98686006 BUSINESS ADDRESS: STREET 1: 800 KING STREET P O BOX 231 CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 3024293448 MAIL ADDRESS: STREET 1: 800 KING ST STREET 2: P O BOX 231 CITY: WILMINGTON STATE: DE ZIP: 19801 POS AMC 1 CONECTIV, POST-EFFECTIVE AMENDMENT #2 (FORM U-1) 1 Page 1 As Filed with the Securities and Exchange Commission on August 13, 1998 File No. 70-9095 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO.2 TO APPLICATION-DECLARATION ON FORM U-1 UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 CONECTIV DELMARVA POWER & LIGHT COMPANY CONECTIV RESOURCE PARTNERS, INC. CONECTIV ENERGY SUPPLY 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 CONECTIV THERMAL SYSTEMS, INC. CONECTIV ENERGY, INC. 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. PETRON OIL CORPORATION VINELAND GENERAL, INC. 180 Gordon Drive ATLANTIC JERSEY THERMAL SYSTEMS, INC. Exton, PA 19341-1328 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 - -------------------------------------------------------------------------------- (Name of top registered holding company parent) 2 Page 2 Louis M. Walters Treasurer Conectiv 800 King Street Wilmington, DE 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. Joyce Koria Hayes, Esq. Conectiv 7 Graham Court 800 King Street Newark, DE 19711 Wilmington, DE 19899 3 Page 3 ITEM 1. DESCRIPTION OF PROPOSED TRANSACTION (a) Furnish a reasonably detailed and precise description of the proposed transaction, including a statement of the reasons why it is desired to consummate the transaction and the anticipated effect thereof. If the transaction is part of a general program, describe the program and its relation to the proposed transaction. A. Background. Conectiv, a Delaware corporation, previously filed an Application/Declaration on Form U-1 with the Securities and Exchange Commission (the "Commission") requesting authorization 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 voting securities of Delmarva Power & Light Company, a Delaware and Virginia corporation and an operating public utility company ("Delmarva"), and Atlantic City Electric Company, a New Jersey corporation and an operating public utility company ("ACE") (File No. 70-9069)(This transaction is hereinafter referred to as the "Merger". Conectiv and its Utility Subsidiaries and Nonutility Subsidiaries may be referred to as the "Conectiv System" or the "System.") The order approving the merger was issued on February 25, 1998 (Release No. 26832 (the "Merger Order"). The Order issued in this file dated February 26, 1998 (Release No. 35-26833) (the "Financing Order") provided authorization for, among other things, (1) Conectiv to issue up to an aggregate of $500 million of short-term debt at any one time from the date of the Financing Order through December 31, 2000 (the "Authorization Period"), (2) Conectiv to issue up to 10 million shares of its common stock ("Common Stock") for benefit plans and a dividend reinvestment plan and (3) the formation and operation of a money pool (the "System Money Pool"). B. Authorizations Sought The purpose of this filing is to: (1) increase Conectiv's short-term debt authorization from $500 million to $800 million, (2) amend the description of the benefit plans pursuant to which Common Stock may be issued to include a prior Delmarva incentive plan and (3) add Petron Oil Corporation ("Petron"), an indirect subsidiary of Conectiv, as a participant in the System Money Pool. 1. Short-Term Debt In the Financing Order, the Commission authorized Conectiv to issue short-term debt not to exceed, when combined with short-term debt issued by Delmarva, $500 million in aggregate at any one time during the Authorization Period. The short-term debt was to consist of borrowings under revolving credit facilities, the issuance of commercial paper and the sale of bid notes. The short-term debt was to be used to refund short-term debt existing prior to the Merger, to provide working capital for the general corporate purposes(1) of Conectiv and its subsidiaries, including Delmarva, and to fund the capital requirements of Conectiv's subsidiaries until long-term financing could be obtained. As of July 31, 1998, $241.8 million was borrowed by Conectiv and Delmarva under this authorization. In order to provide additional flexibility, Conectiv hereby requests an increase in its short-term debt authorization to $800 million. The incremental $300 million of short-term debt will be issued by Conectiv only. Delmarva is limited by order of the Virginia State Corporation Commission (the "VSCC Order") to a maximum of $275 million of short-term debt at any one time through December 31, 1999. The VSCC Order was previously provided as Exhibit D-1 to this Application- Declaration. Incremental short-term - -------- (1) General corporate purposes could include interim funding of the repurchase of outstanding long-term securities. 4 Page 4 borrowings requested herein will be subject to all limitations (other than amount) identified in the Financing Order. 2. Employee Benefit Plans In the Financing Order, Conectiv was authorized to issue Common Stock pursuant to the terms of the Conectiv Incentive Compensation Plan (the "Conectiv Plan") and, subject to the filing of the terms of the plans, pursuant to the terms of future compensation plans envisioning the award of common stock. However, options had been issued under the Delmarva Long-Term Incentive Plan (the "Delmarva Plan") that were not extinguished upon the effective date of the Merger, but merely converted to options to buy Common Stock. Therefore, Conectiv wishes to amend the authority under the Financing Order to include authority to issue Common Stock under the Delmarva Plan as well as the Conectiv Plan and future compensation plans. A copy of the Delmarva Plan is included herein as Exhibit A-1. 3. Participation in Conectiv System Money Pool Pursuant to the Financing Order, participation in the Conectiv System Money Pool was authorized for all Subsidiaries listed on the cover of Amendment No. 3 to this Application-Declaration (except for two ETC Subsidiaries and except for Delmarva, over whose participation the Commission reserved jurisdiction pending receipt of an order from the Virginia State Corporation Commission). Conectiv hereby requests authorization for Petron to participate in the Conectiv System Money Pool. Petron, a Pennsylvania corporation, was purchased by Conectiv Energy Supply Company (previously Delmarva Energy Company) on March 2, 1998. Petron is an oil distribution company and is an "energy-related company" as defined in Rule 58. C. Compliance with 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)(c) are satisfied. As demonstrated below, such rules are satisfied. Rule 53 requires that the aggregate investment in EWGs and FUCOs not exceed 50% of a system's consolidated retained earnings. Conectiv and its subsidiaries will not make any investments in EWGs and FUCOs that cause it to exceed that limitation, unless the Commission otherwise authorizes. Currently Conectiv has one insignificant indirect interest in an EWG. DCTC-Burney, Inc., an indirect subsidiary of Conectiv, holds a 45% direct and indirect interest in Burney Forest Products, a Joint Venture, which is an EWG. As of March 31, 1998, the book value of the investment was $0. Conectiv and its subsidiaries will maintain books and records to identify the investments in and earnings from EWGs and FUCOs in which they directly or indirectly hold an interest, thereby satisfying Rule 53(a)(2). In addition, the books and records of each such entity will be kept in conformity with United States generally accepted accounting principles ("GAAP"), the financial statements will be prepared according to GAAP, and Conectiv undertakes to provide the Commission access to such books and records and financial statements as it may request. Employees of Conectiv's domestic public-utility companies will not render services directly or indirectly to any EWGs or FUCOs in the Conectiv System, thereby satisfying Rule 53(a)(3). 5 Page 5 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 System. Rule 53(a)(4) will be correspondingly satisfied. None of the conditions described in Rule 53(b) exists with respect to Conectiv, thereby satisfying Rule 53(b) and making rule 53(c). ITEM 2. FEES, COMMISSIONS AND EXPENSES (a) State (1) the fees, commissions and expenses paid or incurred, or to be paid or incurred, directly or indirectly, in connection with the proposed transaction by the applicant or declarant or any associate company thereof, and (2) if the proposed transaction involves the sale of securities at competitive bidding, the fees and expenses to be paid to counsel selected by applicant or declarant to act for the successful bidder. Estimated Legal Fees and Expenses * Estimated Miscellaneous Expenses * TOTAL * *(TO BE PROVIDED BY AMENDMENT) ITEM 5. PROCEDURE. (a) State the date when Commission action is requested. If the date is less than 40 days from the date of the original filing, set forth the reasons for acceleration. The Commission is respectfully requested to issue and publish the requisite notice under Rule 23 with respect to the filing of this Post-Effective Amendment No. 2 to the Application-Declaration by August 21, 1998 and to issue a supplemental order by September 18, 1998. (b) State (i) whether there should be a recommended decision by a hearing officer, (ii) whether there should be a recommended decision by any other responsible officer of the Commission, (iii) whether the Division of Corporate Regulation may assist in the preparation of the Commission's decision, and (iv) whether there should be a 30-day waiting period between the issuance of the Commission's order and the date on which it is to become effective. It is submitted that a recommended decision by a hearing or other responsible officer of the Commission is not needed with respect to the proposed transactions. The Office of Public Utility Regulation of the Division of Investment Management may assist in the preparation of the Commission's decision. There should be no waiting period between the issuance of the Commission's order and the date on which it is to become effective. 6 Page 6 ITEM 6. EXHIBITS (a) Exhibits A-1 Delmarva Incentive Compensation Plan (incorporated herein by reference to the Form S-8 filed on January 30, 1997 (File No. 33-33810) F-3 Opinion of counsel (To be filed by amendment.) H-3 Proposed Notice H-4 Financial Data Schedule (b) Financial Statements A. Conectiv Balance Sheet as of June 30, 1998 B. Conectiv Income Statement for the Six Months Ended June 30, 1998 C. Pro Forma Entries 7 Page 7 CONECTIV PRO FORMA CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 1998 (DOLLARS IN THOUSANDS) (UNAUDITED)
Pro Forma Consolidated Pro Forma Consolidated Conectiv Adjustments Conectiv ------------- ------------ ------------- ASSETS ------ CURRENT ASSETS Cash and cash equivalents $ 68,994 $ 466,061 (1) $ 535,055 Accounts receivable 355,489 - 355,489 Inventories, at average cost: Fuel (coal, oil, and gas) 50,042 - 50,042 Materials and supplies 68,196 - 68,196 Prepaid New Jersey sales and excise taxes 62,207 - 62,207 Prepayments 9,960 - 9,960 Deferred energy costs 5,972 - 5,972 Deferred income taxes, net 1,065 - 1,065 ------------- ------------ ------------- 621,925 466,061 1,087,986 ------------- ------------ ------------- INVESTMENTS Investment in leveraged leases 122,608 - 122,608 Funds held by trustee 162,129 - 162,129 Other investments 71,311 - 71,311 ------------- ------------ ------------- 356,048 - 356,048 ------------- ------------ ------------- PROPERTY, PLANT, and EQUIPMENT Electric utility plant 5,583,487 - 5,583,487 Gas utility plant 245,644 - 245,644 Common utility plant 156,132 - 156,132 ------------- ------------ ------------- 5,985,263 - 5,985,263 Less: Accumulated depreciation 2,402,550 - 2,402,550 ------------- ------------ ------------- Net utility plant in service 3,582,713 - 3,582,713 Construction work-in-progress 221,829 - 221,829 Leased nuclear fuel, at amortized cost 61,029 - 61,029 Nonutility property, net 179,717 - 179,717 Goodwill, net 345,337 - 345,337 ------------- ------------ ------------- 4,390,625 - 4,390,625 ------------- ------------ ------------- DEFERRED CHARGES AND OTHER ASSETS Unrecovered purchased power costs 57,277 - 57,277 Deferred recoverable income taxes 170,990 - 170,990 Unrecovered New Jersey state excise tax 40,374 - 40,374 Deferred debt refinancing costs 46,447 - 46,447 Deferred other postretirement benefit costs 36,227 - 36,227 Prepaid employee benefit costs 57,593 - 57,593 Unamortized debt expense 27,427 - 27,427 License fees 25,393 - 25,393 Other 76,822 - 76,822 ------------- ------------ ------------- 538,550 - 538,550 ------------- ------------ ------------- TOTAL ASSETS $ 5,907,148 $ 466,061 $ 6,373,209 ============= ============ =============
8 Page 8 CONECTIV PRO FORMA CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 1998 (DOLLARS IN THOUSANDS) (UNAUDITED)
Pro Forma Consolidated Pro Forma Consolidated Conectiv Adjustments Conectiv ------------ ----------- ------------ CAPITALIZATION AND LIABILITIES ------------------------------ CURRENT LIABILITIES Short-term debt $ 333,939 $ 466,061 (1) $ 800,000 Long-term debt and preferred stock due within one year 78,674 - 78,674 Variable rate demand bonds 102,500 - 102,500 Accounts payable 139,080 - 139,080 Taxes accrued 19,547 (4,894)(3) 14,653 Interest accrued 42,582 13,982 (2) 56,564 Dividends payable 47,167 - 47,167 Current capital lease obligation 28,537 - 28,537 Accrued employee separation and other merger-related costs 23,055 - 23,055 Other 57,534 - 57,534 ------------------ ------------------ ----------------- 872,615 475,149 1,347,764 ------------------ ------------------ ----------------- DEFERRED CREDITS AND OTHER LIABILITIES Other postretirement benefits obligation 93,887 - 93,887 Deferred income taxes, net 866,221 - 866,221 Deferred investment tax credits 81,438 - 81,438 Long-term capital lease obligation 34,504 - 34,504 Other 56,036 - 56,036 ------------------ ------------------ ----------------- 1,132,086 - 1,132,086 ------------------ ------------------ ----------------- CAPITALIZATION Common stock: per share par value--$0.01; 150,000,000 shares authorized; shares outstanding--100,969,752 1,012 - 1,012 Class A common stock, $0.01 par value; 10,000,000 shares authorized; shares outstanding-- 6,560,612 66 - 66 Additional paid-in capital--common stock 1,474,063 - 1,474,063 Additional paid-in capital--Class A common stock 107,095 - 107,095 Retained earnings 247,824 (9,088)(2)(3) 238,736 ------------------ ------------------ ----------------- 1,830,060 (9,088) 1,820,972 Treasury shares, at cost; 226,619 shares (4,675) - (4,675) ------------------ ------------------ ----------------- Total common stockholders' equity 1,825,385 (9,088) 1,816,297 Preferred stock of subsidiaries: Not subject to mandatory redemption 119,702 - 119,702 Subject to mandatory redemption 163,950 - 163,950 Long-term debt 1,793,410 - 1,793,410 ------------------ ------------------ ----------------- 3,902,447 (9,088) 3,893,359 ------------------ ------------------ ----------------- TOTAL CAPITALIZATION AND LIABILITIES $ 5,907,148 $ 466,061 $ 6,373,209 ================== ================== =================
9 Page 9 CONECTIV PRO FORMA CONSOLIDATED INCOME STATEMENT FOR THE SIX MONTHS ENDED JUNE 30, 1998 (DOLLARS IN THOUSANDS) (UNAUDITED)
Pro Forma Consolidated Pro Forma Consolidated Conectiv Adjustments Conectiv --------------- -------------- ------------- OPERATING REVENUES Electric $ 880,530 $ - $ 880,530 Gas 188,716 - 188,716 Other services 118,384 - 118,384 --------------- -------------- ------------- 1,187,630 - 1,187,630 --------------- -------------- ------------- OPERATING EXPENSES Electric fuel and purchased energy 329,969 - 329,969 Gas purchased 161,171 - 161,171 Other services' cost of sales 89,328 - 89,328 Purchased electric capacity 69,263 - 69,263 Employee separation and other merger-related costs 26,346 - 26,346 Operation and maintenance 238,530 - 238,530 Depreciation 109,862 - 109,862 Taxes other than income taxes 31,569 - 31,569 --------------- -------------- ------------- 1,056,038 - 1,056,038 --------------- -------------- ------------- OPERATING INCOME 131,592 - 131,592 --------------- -------------- ------------- OTHER INCOME Allowance for equity funds used during construction 1,116 - 1,116 Other income 4,672 - 4,672 --------------- -------------- ------------- 5,788 - 5,788 --------------- -------------- ------------- INTEREST EXPENSE Interest charges 67,446 13,982 (2) 81,428 Allowance for borrowed funds used during construction and capitalized interest (1,588) - (1,588) --------------- -------------- ------------- 65,858 13,982 79,840 --------------- -------------- ------------- PREFERRED STOCK DIVIDEND REQUIREMENTS OF SUBSIDIARIES 8,247 - 8,247 --------------- -------------- ------------- INCOME / (LOSS) BEFORE INCOME TAXES 63,275 (13,982) 49,293 INCOME TAXES 27,909 (4,894)(3) 23,015 --------------- -------------- ------------- NET INCOME / (LOSS) $ 35,366 $ (9,088) $ 26,278 =============== ============== =============== EARNINGS / (LOSS) APPLICABLE TO COMMON STOCK Common stock $ 33,174 $ (9,088) $ 24,086 Class A common stock 2,192 - 2,192 --------------- -------------- ------------- $ 35,366 $ (9,088) $ 26,278 =============== ============== =============== COMMON STOCK Average shares outstanding (000) Common stock 87,874 87,874 Class A common stock 6,561 6,561 Earnings / (Loss) per average share--basic and diluted Common stock $ 0.38 $ 0.27 Class A common stock $ 0.33 $ 0.33 Dividends declared per share Common stock $ 0.77 $ 0.77 Class A common stock $ 1.60 $ 1.60
10 Page 10 PRO FORMA ENTRIES (DOLLARS IN THOUSANDS)
(1) Dr. Cash $466,061 Cr. Short-term debt $466,061 To reflect the issuance of short-term debt necessary to bring Conectiv up to the $800 million limit being requested. (2) Dr. Interest expense $ 13,982 Cr. Accrued interest $ 13,982 To record six months of interest expense at 6.0%. (3) Dr. Accrued taxes $ 4,894 Cr. Income tax expense $ 4,894 To record the tax effect at 35%.
11 Page 11 SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned companies have duly caused this Post-Effective Amendment No. 2 to Form U-1 to be signed on their behalf by the undersigned thereunto duly authorized. DATE: CONECTIV DELMARVA POWER & LIGHT COMPANY CONECTIV RESOURCE PARTNERS, INC. CONECTIV ENERGY SUPPLY 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. CONECTIV SOLUTIONS, LLC CONECTIV PLUMBING, LLC ATLANTIC CITY ELECTRIC COMPANY ATLANTIC ENERGY ENTERPRISES, INC. ATLANTIC ENERGY INTERNATIONAL, INC. ATLANTIC GENERATION, INC. ATLANTIC SOUTHERN PROPERTIES, INC. ATE INVESTMENT, INC. CONECTIV THERMAL SYSTEMS, INC. COASTALCOMM, INC. ATLANTIC ENERGY TECHNOLOGY, INC. BINGHAMTON GENERAL, INC. BINGHAMTON LIMITED, INC. PEDRICK LIMITED, INC. PEDRICK GENERAL, INC. VINELAND LIMITED, INC. VINELAND GENERAL, INC. ATLANTIC JERSEY THERMAL SYSTEMS, INC. ATS OPERATING SERVICES, INC. THE EARTH EXCHANGE, INC. ATLANTIC PAXTON COGENERATION, INC. PETRON OIL CORPORATION August 13, 1998 /s/ L. M. Walters ----------------- L. M. Walters Treasurer 12 Page 12 EXHIBIT INDEX A-1 Delmarva Incentive Compensation Plan (incorporated herein by reference to the Form S-8 filed on January 30, 1997 (File No. 33-33810) F-3 Opinion of counsel (To be filed by amendment.). H-3 Proposed Notice H-4 Financial Data Schedule EX-99.H.3 2 PROPOSED NOTICE 1 Page 13 Exhibit H-3 SECURITIES AND EXCHANGE COMMISSION Release No. 35- Notice is hereby given that the following filing has been made with the Commission pursuant to provisions of the Act and rules promulgated thereunder. All interested persons are referred to the application(s) and/or declaration(s) for complete statements of the proposed transaction(s) summarized below. The application(s) and/or declaration(s) and any amendments thereto is/are available for public inspection through the Commission's Office of Public Reference. Interested persons wishing to comment or request a hearing on the application(s) and/or declaration(s) should submit their views in writing by , 1998 to the Secretary, Securities and Exchange Commission, Washington D.C. 20549, and serve a copy on the relevant applicant(s) and/or declarant(s) at the address(es) specified below. Proof of service (by affidavit or, in case of an attorney at law, by certificate) should be filed with the request. Any request for hearing shall identify specifically the issues of fact or law that are disputed. A person who so requests will be notified or any hearing, if ordered, and will receive a copy of any notice or in order issued in the matter. After said date, the Application/Declaration, as filed or as amended, may be granted and/or permitted to become effective. Conectiv, a Delaware corporation, previously filed an Application/Declaration on Form U-1 (the "Application") with the Commission in this matter. The Order of the Commission dated February 26, 1998 (Release No. 35-26833) (the "Financing Order")issued in this file provided authorization for, among other things, (1) Conectiv and Delmarva Power & Light Company, a subsidiary utility company ("Delmarva") to issue up to an aggregate of $500 million of short-term debt at any one time from the date of the Financing Order through December 31, 2000, (2) Conectiv to issue up to 10 million shares of its common stock ("Common Stock") for benefit plans and a dividend reinvestment plan and (3) the formation and operation of a money pool (the "System Money Pool"). The purpose of this filing is to: (1) increase Conectiv's short-term debt authorization from $500 million (less any amount issued by Delmarva) to $800 million (less any amount issued by Delmarva), (2) amend the description of the benefit plans pursuant to which Common Stock may be issued to include a prior Delmarva incentive plan and (3) add Petron Oil Corporation ("Petron"), an indirect subsidiary of Conectiv, as a participant in the System Money Pool. In order to provide additional financing flexibility, Conectiv requests an increase in its short-term debt authorization to $800 million. Incremental short-term borrowings requested herein will be subject to all limitations (other than amount) identified in the Financing Order. The short-term debt will be used to provide working capital for the general corporate purposes[1] of Conectiv and its subsidiaries, including Delmarva, and to fund the capital requirements of Conectiv's subsidiaries until long-term financing can be obtained. In the Financing Order, Conectiv was authorized to issue Common Stock pursuant to the terms of the Conectiv Incentive Compensation Plan (the "Conectiv Plan") and, subject to the filing of the terms of the plans, pursuant to the terms of future compensation plans envisioning the award of common stock. However, options had been issued under the Delmarva Long-Term Incentive Plan (the "Delmarva Plan") that were not extinguished upon the effective date of the Merger, but merely converted to options to buy - -------- [1] General corporate purposes could include interim funding of the repurchase of outstanding long-term securities. 2 Page 14 Common Stock. Conectiv wishes to amend the authority under the Financing Order to include authority to issue Common Stock under the Delmarva Plan as well as the Conectiv Plan and future plans. 1 General corporate purposes could include interim funding of the repurchase of outstanding long-term securities. Pursuant to the Financing Order, participation in the System Money Pool was authorized for all companies listed on the cover of Amendment No. 3 to the Application. Conectiv requests authorization for Petron to participate in the Conectiv System Money Pool. Petron, was purchased by Conectiv Energy Supply Company (previously Delmarva Energy Company) on March 2, 1998 in an exempt acquisition of securities pursuant to Rule 58. For the Commission, by the Division of Investment Management, pursuant to delegated authority. Jonathan G. Katz Secretary EX-27 3 FINANCIAL DATA SCHEDULE WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
OPUR1 6-MOS 6-MOS DEC-31-1998 DEC-31-1998 JUN-30-1998 JUN-30-1998 PER BOOK PRO FORMA 3,582,713 3,582,713 535,765 535,765 621,925 1,087,986 538,550 538,550 628,195 628,195 5,907,148 6,373,209 1,078 1,078 1,581,158 1,581,158 247,824 238,736 1,825,385 1,816,297 163,950 163,950 119,702 119,702 1,793,410 1,793,410 333,939 800,000 0 0 0 0 68,674 68,674 10,000 10,000 34,504 34,504 28,537 28,537 1,529,047 1,538,135 5,907,148 6,373,209 1,187,630 1,187,630 27,909 23,015 1,056,038 1,056,038 1,083,947 1,079,053 103,683 108,577 5,788 5,788 109,471 114,365 74,105 88,087 35,366 26,278 0 0 35,366 26,278 88,299 88,299 0 0 0 0 0.38 0.27 0.38 0.27
-----END PRIVACY-ENHANCED MESSAGE-----