-----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, TLNQRQ2+zFugbAX9jVJKSev+QljEyu7JMGIr9snJNSUzU5YuvE54dHoTfvYy3qkc g+uplQPLIgy7bROdYkXZkQ== 0000893220-98-001600.txt : 19981007 0000893220-98-001600.hdr.sgml : 19981007 ACCESSION NUMBER: 0000893220-98-001600 CONFORMED SUBMISSION TYPE: U-1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981006 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: U-1/A SEC ACT: SEC FILE NUMBER: 070-09331 FILM NUMBER: 98721185 BUSINESS ADDRESS: STREET 1: 800 KING STREET P O BOX 231 CITY: WILMINGTON STATE: DE ZIP: 19899 BUSINESS PHONE: 3024293448 MAIL ADDRESS: STREET 1: 800 KING ST STREET 2: P O BOX 231 CITY: WILMINGTON STATE: DE ZIP: 19899 U-1/A 1 AMENDMENT #2 TO U-1 CONECTIV,INC 1 File Number 70-9331 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ---------------------------------------------------- AMENDMENT NO. 2 TO FORM U-1 APPLICATION/DECLARATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ---------------------------------------------------- Conectiv 800 King Street Wilmington, DE 19899 Atlantic City Electric Company 6801 Black Horse Pike Egg Harbor Township, NJ 08234 (Name of companies filing this statement and address of principal executive office) ---------------------------------------------------- Conectiv (Name of top registered holding company parent) ---------------------------------------------------- Louis M. Walters Treasurer Conectiv 800 King Street Wilmington, DE 19899 (Name and address 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 2 The Application-Declaration, as previously filed and amended, is hereby further amended as follows: 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. It is estimated that the fees, commissions and expenses ascertainable at this time to be incurred by ACE in connection with the preparation of this Application-Declaration are as follows: Fees for Outside Counsel $195,000 Fees of Conectiv Resource Partners 3,000 Dealer Manager Fees 150,000 (maximum) Depositary Fees 15,000 Broker/Dealer Fees 234,000 (maximum) Information Agent Fees 20,000 Miscellaneous Expenses 15,000 --------- Total $632,000 ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS (a) Exhibit B-3 Second Request to Registered Stockholders The foregoing completes the file in this matter and the Commission is requested to issue its order as soon as possible. 3 SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned companies have duly caused this Amendment No. 2 to be signed on their behalf by the undersigned thereunto duly authorized. CONECTIV ATLANTIC CITY ELECTRIC COMPANY By: /s/ LOUIS M. WALTERS -------------------- Louis M. Walters Treasurer Dated: October 6, 1998 4 EXHIBIT INDEX B-3 Second Request to Registered Stockholders EX-99.A-13 2 SECOND REQUEST TO REGISTERED STOCKHOLDERS 1 Exhibit B-3 Exhibit 99(a)(13) ATLANTIC CITY ELECTRIC COMPANY October 2, 1998 AN URGENT REQUEST Dear Shareholder: You should have previously received tender offer materials in connection with the tender offer made by Conectiv for your shares in Atlantic City Electric Company ("ACE"). This offer is scheduled to expire on October 14, 1998. Even if you do not intend to tender your shares in the offer, please vote your proxy today! According to our latest records, neither your tender nor your proxy vote for the October 14, 1998 meeting has been received. Regardless of the number of shares you may own, it is important that they be represented in order to approve the proposed amendment to ACE's charter. REMEMBER, IF YOU DO NOT TENDER YOUR SHARES, YOU ARE ELIGIBLE TO RECEIVE A SPECIAL CASH PAYMENT OF $1.00 PER SHARE IF YOU VOTE IN FAVOR OF THE PROPOSED CHARTER AMENDMENT AND IT PASSES. BUT TIME IS SHORT! YOUR TENDER OR VOTE MUST BE RECEIVED BY THE DEPOSITARY, THE BANK OF NEW YORK, ON OR PRIOR TO OCTOBER 14, 1998. Enclosed for your convenience is an additional Letter of Transmittal and Proxy for each series of preferred stock of ACE subject to the offer, of which you own shares, and a return envelope addressed to The Bank of New York. If you have any questions or require additional materials, please call our Information Agent, D. F. King & Co., Inc. toll-free at (800) 431-9629. Thank you in advance for your support. PLEASE RESPOND TODAY YOUR PARTICIPATION IS IMPORTANT! -----END PRIVACY-ENHANCED MESSAGE-----