-----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, P+iTfXfGiSCT8VhC0M0SxUsHzLA//XjOuvcDZ57NdIDGzwUw9V7mE8iI/csBXuE8 meje6uMlB/mFF3+msm3Cjw== 0000893750-01-000179.txt : 20010322 0000893750-01-000179.hdr.sgml : 20010322 ACCESSION NUMBER: 0000893750-01-000179 CONFORMED SUBMISSION TYPE: U-1 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20010321 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONECTIV 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 SEC ACT: SEC FILE NUMBER: 070-09871 FILM NUMBER: 1574436 BUSINESS ADDRESS: STREET 1: 800 KING ST STREET 2: P O BOX 231 CITY: WILMINGTON STATE: DE ZIP: 19899 BUSINESS PHONE: 3024293114 MAIL ADDRESS: STREET 1: 800 KING ST STREET 2: P O BOX 231 CITY: WILMINGTON STATE: DE ZIP: 19899 U-1 1 0001.txt File No. 070 - __________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM U-1 DECLARATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 _________________________________________ CONECTIV 800 King Street Wilmington, DE 19801 (Name of company and top registered holding company parent filing this statement and address of principal executive offices) _________________________________________ Peter F. Clark, Esq. James M. Cotter, Esq. Conectiv Simpson Thacher & Bartlett 800 King Street 425 Lexington Avenue Wilmington, DE 19801 New York, NY 10017-3954 (302) 429-3069 (212) 455-2000 (Names and addresses of agents for service) Conectiv, a Delaware corporation and a registered holding company under the Public Utility Holding Company Act of 1935, as amended (the "Act"), hereby files this Form U-1 Declaration (the "Declaration") for the purpose of obtaining approval to solicit the proxies of the holders of common stock and Class A common stock of Conectiv. Item 1. Description of Proposed Transaction. A. The Merger Agreement Conectiv, Potomac Electric Power Company ("Pepco"), a corporation organized under the laws of the District of Columbia and the Commonwealth of Virginia, and New RC, Inc. ("HoldCo"), a Delaware corporation and a direct wholly owned subsidiary of Pepco have entered into an Agreement and Plan of Merger, dated as of February 9, 2001 (the "Merger Agreement"). Pursuant to the Merger Agreement, (i) Merger Sub A Corp., a corporation organized under the laws of the District of Columbia and the Commonwealth of Virginia and a wholly owned subsidiary of HoldCo will on the closing date merge with and into Pepco, with Pepco as the surviving company (the "Pepco Merger"), and (ii) Merger Sub B Corp., a corporation organized under the laws of the State of Delaware and a wholly owned subsidiary of HoldCo will on the closing date merge with and into Conectiv, with Conectiv as the surviving company (the "Conectiv Merger" and, collectively with the Pepco Merger, the "Mergers"). As a result of the Mergers, both Pepco and Conectiv will become subsidiaries of HoldCo, and HoldCo will register with the Securities and Exchange Commission (the "Commission") under Section 5 of the Act. On February 12, 2001, Conectiv and Pepco jointly issued a press release (which was filed with the Commission by Conectiv with a Current Report on Form 8-K on February 13, 2001), a copy of which is attached hereto as Exhibit 1 and incorporated herein by reference, announcing the proposed Mergers. B. Stockholders Meeting Pursuant to the terms of the Merger Agreement, Conectiv and Pepco have agreed to convene meetings of their respective stockholders for the purpose of obtaining required stockholder approvals relating to the Mergers. Conectiv will seek to obtain the affirmative vote of the holders of a majority of the total voting power of the outstanding shares of the common stock of Conectiv, voting together as a single class, to approve the Merger Agreement. C. Proxy Materials A copy of the Conectiv and Pepco preliminary proxy materials, including the Merger Agreement, the companies' respective solicitation letters to their stockholders and the joint proxy statement/prospectus, as filed with the -2- Commission on the Form S-4 Registration Statement of New RC, Inc., on March 14, 2001, are incorporated herein by reference. Conectiv currently intends to begin mailing definitive proxy materials to its stockholders at least 30 days prior to its stockholder meeting to consider the proposals contained therein. Conectiv's stockholder meeting date currently is uncertain, as the status and any timing of Commission review of the proxy materials is uncertain. However, the date could be as early as June 15, 2001, with proxy materials being mailed to stockholders on or about April 26, 2001. Accordingly, Conectiv respectfully requests that the Commission grant it authority to provide its stockholders with such proxy materials in their final form (the "Solicitation") as soon as practicable, but in no event later than April 20, 2001. At a later date, Conectiv and/or HoldCo plan to file an application/declaration on Form U-1 requesting Commission authority to consummate the Mergers and related transactions. D. Statement Pursuant to 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), or (c) are satisfied. As demonstrated below, such rules are satisfied. By Order dated August 17, 2000, HCAR No. 27213 (the "August 17 Order"), the Commission authorized Conectiv to invest up to $350 million ("EWG Project Limit") in EWGs. Conectiv has no investments in FUCOs and does not propose to make any investments in FUCOs. Conectiv is currently in compliance with the EWG Project Limit, in that its current investment in EWGs as of December 31, 2000 equals $47.5 million. Moreover, Conectiv will inform the Commission of its investments in EWGs on an ongoing basis by filing with the Commission, as required by the August 17 Order, quarterly certificates containing extensive information specified in the August 17 Order concerning those investments. With respect to the other requirements of Rule 53: (i) Conectiv maintains books and records to identify investments in, and earnings from, each EWG and FUCO in which it directly or indirectly holds an interest. (A) For each United States EWG in which Conectiv directly or indirectly holds an interest: -3- (1) the books and records for such EWG will be kept in conformity with United States generally accepted accounting principles ("GAAP"); (2) the financial statements will be prepared in accordance with GAAP; and (3) Conectiv directly or through its subsidiaries undertakes to provide the Commission access to such books and records and financial statements as the Commission may request. (B) For each FUCO or foreign EWG which is a majority-owned subsidiary of Conectiv: (1) the books and records for such subsidiary will be kept in accordance with GAAP; (2) the financial statements for such subsidiary will be prepared in accordance with GAAP; and (3) Conectiv directly or through its subsidiaries undertakes to provide the Commission access to such books and records and financial statements, or copies thereof in English, as the Commission may request. (C) For each FUCO or foreign EWG in which Conectiv owns 50% or less of the voting securities, Conectiv directly or through its subsidiaries will proceed in good faith, to the extent reasonable under the circumstances, to cause: (1) such entity to maintain books and records in accordance with GAAP; (2) the financial statements of such entity to be prepared in accordance with GAAP; and (3) access by the Commission to such books and records and financial statements (or copies thereof) in English as the Commission may request and, in any event, will provide the Commission on request copies of such materials as are made available to Conectiv and its subsidiaries. If and to the extent that such entity's books, records or financial statements are not maintained in accordance with GAAP, Conectiv will, upon request of the Commission, describe and quantify each material variation therefrom as and to the extent required by subparagraphs (a) (2) (iii) (A) and (a) (2) (iii) (B) of Rule 53. -4- (ii) No more than 2% of Conectiv's domestic public utility subsidiary employees will render any services, directly or indirectly, to any EWG or FUCO in which Conectiv directly or indirectly holds an interest. (iii) 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 holding company system. In addition, Conectiv will submit to each such commission copies of any amendments to any Form U-1 seeking approval of EWG or FUCO financing and any Rule 24 certificates required thereunder, as well as a copy of Item 9 of Conectiv's Form U5S and Exhibits H and I thereof (commencing with the Form U5S to be filed for the calendar year in which the authorization therein requested is granted). (iv) None of the provisions of paragraph (b) of Rule 53 render paragraph (a) of that Rule unavailable for a transaction requiring Commission approval for the issuance and sale of a security by Conectiv for purposes other than the acquisition of an EWG or FUCO or other transactions by Conectiv or its subsidiaries other than with respect to EWGs or FUCOs. (A) Neither Conectiv nor any subsidiary of Conectiv having a book value exceeding 10% of Conectiv's consolidated retained earnings is the subject of any pending bankruptcy or similar proceeding. (B) As stated previously, Conectiv is in complete compliance with the August 17 Order, which dealt with the status of Conectiv's consolidated retained earnings. (C) Conectiv did not incur operating losses from direct or indirect investments in EWGs and FUCOs in 2000 in excess of 5% of Conectiv's December 31, 2000 consolidated retained earnings. Item 2. Fees, Commissions and Expenses. The estimate of the approximate amount of fees and expenses payable in connection with the proposed Solicitation is as follows: Counsel fees $ 10,000 Proxy solicitation firm $ 50,000 Printing expenses $ 850,000 TOTAL $ 910,000 ======= Item 3. Applicable Statutory Provisions. -5- Section 12(e) of the Act provides that any solicitation of any proxy regarding any security of a registered holding company shall be unlawful if made in contravention of such rules as may be promulgated by the Commission. The Commission has promulgated Rule 62 under the Act, which provides that no such solicitation shall be made in connection with any transaction that will be the subject of an application to be filed with the Commission under the Act, except pursuant to a Declaration with respect to such solicitation which has become effective. This Declaration is being filed by Conectiv with respect to the proposed Solicitation in accordance with Rule 62. Item 4. Regulatory Approval. No state regulatory authority and no federal regulatory authority, other than the Commission, have jurisdiction over the proposed Solicitation. Item 5. Procedure. It is requested that the Commission issue and publish not later than April 20, 2001 a notice with respect to the filing of this Declaration and, concurrently therewith, that the Commission enter an appropriate order granting and permitting this Declaration to become effective. No recommended decision by a hearing officer or other responsible officer of the Commission is necessary or required in this matter. The Division of Investment Management of the Commission may assist in the preparation of the Commission's decision in this matter. There should be no thirty-day waiting period between the issuance and the effective date of any order issued by the Commission in this matter, and it is respectfully requested that any such order be made effective immediately upon the entry thereof. -6- Item 6. Exhibits and Financial Statements. Exhibit 1 Joint Press Release. Exhibit 2 Preliminary Proxy Materials of Conectiv and Pepco (incorporated herein by reference). Exhibit 3 Opinion of Counsel Exhibit 4 Form of Notice Item 7. Environmental Effects. The proposed Solicitation does not involve major Federal action having a significant effect on the human environment. No Federal agency has prepared or is preparing an environmental impact statement with respect to the proposed Solicitation. -7- SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, as amended, the undersigned company has duly caused this statement to be duly signed on its behalf by the undersigned thereunto duly authorized. Date: March 21, 2001 CONECTIV /s/ Peter F. Clark, Esq. ---------------------------------- Name: Peter F. Clark, Esq. Title: Vice President, Secretary and General Counsel -8- INDEX OF EXHIBITS EXHIBIT TRANSMISSION NUMBER EXHIBITS METHOD 1 Joint Press Release. [Electronic] 2 Preliminary Proxy Materials [Filed with the Conectiv and Pepco. Commission in the Registration Statement on Form S-4 of New RC, Inc., Registration No 333-57042] 3 Opinion of Counsel. [Electronic] 4 Form of Notice. [Electronic] -9- EX-1 2 0002.txt EXHIBIT 1 PEPCO CONECTIV PEPCO AND CONECTIV TO COMBINE TO CREATE THE LARGEST MID-ATLANTIC ELECTRICITY DELIVERY COMPANY Transaction Valued at $2.2 Billion Washington, D.C. and Wilmington, Delaware, February 12, 2001 -Potomac Electric Power Company ("Pepco") (NYSE: POM) and Conectiv (NYSE: CIV/CIVA) today announced that their boards of directors have approved a definitive merger agreement under which Pepco will acquire Conectiv for a combination of cash and stock valued at approximately $2.2 billion or $25.00 per CIV share. Both companies will become subsidiaries of a new holding company to be named at a later date. The combination is expected to be immediately accretive to Pepco's earnings per share and will be accounted for as a purchase. The companies anticipate that the transaction will be completed in approximately 12 months. The combination creates the largest electricity delivery company in the dynamic mid-Atlantic PJM region, serving more than 1.8 million customers in Delaware, the District of Columbia, Maryland, New Jersey and Virginia. The core delivery business will be complemented by a valuable, well-positioned portfolio of mid-merit generating assets and related marketing and risk management capabilities. These assets, combined with power purchase and regulatory agreements, will provide for the combined company's supply requirements through 2004. In addition, the combined company's growing, non- regulated energy and telecommunications businesses, which are focused on a broad customer base, will further enhance the core business. John M. Derrick, Jr., chairman and chief executive officer of Pepco, said: "This transaction elevates us to the leading position among mid-Atlantic electricity delivery companies. In addition to more than doubling our customer base and expanding our service territory by nine times, this combination will allow us to achieve operating efficiencies that will benefit our shareholders, customers and employees alike. Among other things, our ability to spread new technology costs across a greater asset base will bring a higher level of service, reliability and responsiveness to our customers. Our strategic combination will improve our ability to grow earnings in the changing energy marketplace. "Pepco has had the opportunity to develop a strong working relationship with Conectiv over the years as neighbors, partners and members of PJM. We have complementary business strategies and similar corporate values, and I am confident that the combined company will be able to deliver greater value to all of our constituencies by drawing on the best practices and talent that exist within both of our organizations. We will continue both companies' strong traditions of support for the communities where we live and work through charitable contributions and the encouragement of employee volunteerism," he concluded. -more- Page 2 Howard E. Cosgrove, chairman and chief executive officer of Conectiv, said: "This combination with Pepco provides important benefits to all of our stakeholders that are not achievable on a stand-alone basis. The customers we serve will continue to enjoy excellent, reliable service at competitive rates from the same dedicated people who serve them today. Conectiv shareholders will receive a premium for their shares and have the opportunity to participate in the enhanced earnings and growth potential of the combined company. And our employees will benefit by becoming part of a dynamic company that is poised to play a leading role in the rapidly evolving energy industry." Both Pepco and Conectiv have independently made significant investments to enhance their system reliability, thus helping to ensure that their customers will have the power they need when they need it. Both companies share a commitment to high quality customer service. Management and Headquarters Mr. Derrick will be chairman and chief executive officer of the new holding company. Mr. Cosgrove plans to retire at the completion of the merger. The board of directors of the holding company will have 12 directors, at least two of whom will come from the current Conectiv board. The holding company will have its headquarters in Washington, D.C. Conectiv will maintain its headquarters in Wilmington, Delaware and will continue to have significant operations in New Jersey and the Delmarva Peninsula. This combination is not expected to result in significant workforce reductions and all union contracts will be honored. Terms Pepco stockholders will receive one share of the holding company's common stock on a tax-free basis for each share of Pepco common stock they hold Conectiv common stockholders will have the option to receive either $25.00 in cash or holding company shares, subject to proration, such that the aggregate consideration paid to all Conectiv stockholders will be 50 percent cash and 50 percent stock. The amount of stock to be issued in the merger is subject to a fixed-price collar for Pepco stock prices between $19.50 and $24.50, such that each Conectiv share would be converted into not less than 1.02041 -more- Page 3 and not more than 1.28205 shares of the new company. The transaction is expected to be tax-free to the extent that Conectiv stockholders receive stock for their shares. As provided by Conectiv's certificate of incorporation, each holder of Class A stock will receive 86.8 percent of the per share value received by the common stockholders, or $21.69, subject to the same proration and collar provisions as the common stockholders. Based on the number of common shares currently outstanding on a fully diluted basis, Pepco stockholders will own approximately 67 percent of the common equity of the combined company, and Conectiv stockholders will own approximately 33 percent. A significant portion of the acquisition will be financed through cash on hand including proceeds from Pepco's recently completed sale of generating assets, as well as external financing. The merger is conditioned upon, among other things, the approvals of Pepco and Conectiv stockholders and various state and federal regulatory agencies. The new holding company will register with the SEC under the Public Utility Holding Company Act of 1935. Dividend Policy and Share Repurchase Pepco announced today that it will reduce its annual dividend to $1.00 per share from $1.66 per share, effective with the June 2001 dividend. This action is being taken to make Pepco's dividend payout ratio comparable to other delivery companies and to provide for continued investment in the growth of the company. The March 2001 dividend will remain at its current level. Pepco has also authorized a share repurchase program of up to $450 million. The new holding company expects to adopt Pepco's new dividend policy; as such, Conectiv stockholders who elect to receive stock can expect a higher dividend than they are currently receiving. Merrill Lynch & Co., Inc. is acting as financial advisor, and LeBoeuf, Lamb, Greene & MacRae, L.L.P. is acting as legal counsel to Pepco. Credit Suisse First Boston Corporation is acting as financial advisor, and Simpson Thacher & Bartlett and Potter Anderson & Corroon LLP are acting as legal counsel to Conectiv. -more- Page 4 About Pepco Pepco is an investor-owned utility that delivers electricity in Washington, D.C. and its Maryland suburbs to more than 700,000 customers. Through its family of subsidiaries, Pepco also operates in the mid-Atlantic region in the competitive arenas of diversified energy products and services, telecommunications and Internet procurement marketing. In a nationwide customer satisfaction study conducted in 2000 by J.D. Power and Associates and Navigant Consulting, Inc., Pepco ranked highest in Customer Satisfaction with Residential Electric Service in the Eastern region of the United States. For more information, visit the company's website at www.pepco.com. About Conectiv Conectiv, a Fortune 500 company headquartered in Wilmington, DE, is focused on two core energy businesses. Conectiv Power Delivery provides safe, reliable, and affordable energy service to more than one million customers in New Jersey, Delaware, Maryland, and Virginia. Conectiv Energy uses a sophisticated power-trading unit to optimize the value of a growing portfolio of "mid-merit" power plants that can start and stop quickly in response to changes in the demand for power within the PJM [Pennsylvania-New Jersey- Maryland] power pool. For more information, visit the company's website at www.conectiv.com. Forward Looking Statements: Except for historical statements and discussions, the statements in this press release constitute "forward-looking statements" within the meaning of the federal securities laws. These statements contain management's beliefs based on information currently available to management and on various assumptions concerning future events. Forward-looking statements are not a guarantee of future performance or events. They are subject to a number of uncertainties and other factors, many of which are outside the company's control. In connection with the transaction, additional important factors that could cause actual results to differ materially from those in the forward-looking statements herein include risks and uncertainties relating to delays in obtaining or adverse conditions contained in, related regulatory -more- Page 5 approvals, changes in economic conditions, availability and cost of capital, changes in weather patterns, changes in laws, regulations or regulatory policies, developments in legal or public policy doctrines and other presently unknown or unforeseen factors. These uncertainties and factors could cause actual results to differ materially from such statements. For a more detailed description of the factors that could cause such a difference, please see the company's filings with the United States Securities and Exchange Commission. The company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. This information is presented solely to provide additional information to further understand the results and prospects of the company. Additional Information In connection with the proposed merger, Pepco and Conectiv will file a joint proxy statement/prospectus with the Securities and Exchange Commission (the "SEC"). WE URGE INVESTORS TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain a copy of the joint proxy statement/prospectus (when available) and other documents filed by Pepco and Conectiv free of charge at the SEC's web site, http://www.sec.gov or at the SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. In addition, reports, proxy statements and other information concerning Pepco can be inspected at the offices of the New York Stock Exchange, Inc., whose address is 20 Broad Street, New York, NY 10005, where certain securities of Pepco are listed. You can also obtain information about Pepco at the company's website, the address of which is http://www.pepco.com. You can obtain information about Conectiv at the company's website, the address of which is www.conectiv.com. In addition, documents filed by Pepco with the SEC can be obtained by contacting Pepco at the following address and telephone number: Ellen Sheriff Rogers, Associate General Counsel, Secretary and Assistant Treasurer, Potomac Electric Power Company, 1900 Pennsylvania Avenue, N.W., Washington D.C. 20068, telephone (202) 872-3526. Documents filed with the SEC by Conectiv can be obtained by contacting Conectiv at the following address and telephone number: Corporate Secretary, Conectiv, 800 King Street, Wilmington, DE 19899, telephone (302) 429-3114. -more- Page 6 Pepco, its officers, directors and certain other employees of Pepco may be soliciting proxies from Pepco stockholders in favor of the merger and may be deemed to be "participants in the solicitation" under the rules of the SEC. Conectiv, its officers, directors and certain other employees of Conectiv may be soliciting proxies from Conectiv stockholders in favor of the merger and may be deemed to be "participants in the solicitation" under the rules of the SEC. Information regarding the interests of the participants in the solicitation will be set forth in the joint proxy statement/prospectus when it becomes available. Financial Analyst Conference: There will be a financial analyst conference today at 10:00 AM (EST) to discuss the transaction. It can be monitored via the world wide web at www.pepco.com and www.conectiv.com or http://webcast.themeetingson.com/webcast.jsp?reservation=17967394. Media Teleconference: There will be a media teleconference call today at 11:30 AM (EST) to discuss the transaction. It can be accessed by dialing (800) 213-1351, or (212) 676- 5001 for international callers, and asking for the Pepco/Conectiv media teleconference. Contacts for Pepco Contacts for Conectiv Investors: Investors: Ernie Bourscheid Bob Marshall (202) 872-2797 (302) 429-3114 ejbourscheid@pepco.com robert.marshall@conectiv.com Media: Media: Nancy Moses Tim Brown (202) 872-2680 (302) 283-5803 nsmoses@pepco.com tim.brown@conectiv.com # # # J.D. Power and Associates/Navigant Consulting, Inc., 2000 Electric Utility Residential Customer Satisfaction StudySM. The study was based on a total of 23,969 consumer responses. In the Eastern Region, the top 19 largest electric companies were ranked in the study. www.jdpower.com EX-2 3 0003.txt EXHIBIT 2 [INCORPORATED BY REFERENCE FROM THE REGISTRATION STATEMENT ON FORM S-4 OF NEW RC, INC., REGISTRATION NO 333-57042] EX-3 4 0004.txt EXHIBIT 3 OPINION OF COUNSEL Securities and Exchange Commission Office of Public Utility Regulation 450 Fifth Street, N.W. Washington, D.C. 20549 March 21, 2001 Re: Conectiv SEC File No. 70-________ Ladies and Gentlemen: In connection with the transactions proposed and described in the Declaration on Form U-1 filed with this Commission by Conectiv for the purpose of obtaining approval to solicit the proxies of the holders of its common stock and Class A common stock, to which this opinion is an exhibit, I wish to advise you as follows: I am of the opinion that Conectiv is a corporation validly organized and duly existing under the laws of Delaware, the state in which it was incorporated. I am further of the opinion that, in the event that the proposed transactions are consummated in accordance with said Application or Declaration: (a) all state laws applicable to the proposed transactions will have been complied with; and (b) consummation of the proposed transactions will not violate the legal rights of the holders of any securities issued by Conectiv or any associate company thereof. I hereby consent to the filing of this opinion as an exhibit to the above- mentioned Application or Declaration, as amended. Very truly yours, /s/ Peter F. Clark, Esq. Vice President, Secretary and General Counsel EX-4 5 0005.txt EXHIBIT 4 FORM OF NOTICE SECURITIES AND EXCHANGE COMMISSION (Release No. ) Conectiv, 800 King Street, Wilmington, Delaware 19801, a holding company registered with the Securities and Exchange Commission (the "Commission") under the Public Utility Holding Company Act of 1935, as amended, has filed an application seeking authority to solicit proxies in connection with the proposed merger transactions involving Conectiv and Potomac Electric Power Company. This notice hereby authorizes Conectiv to solicit such proxies. The filing is available for public inspection through the Commission's Office of Public Reference. Interested persons wishing to comment or request a hearing should submit their views in writing by _____________, to Secretary, Securities and Exchange Commission, Washington, D.C. 20549, and serve a copy on the applicants-declarants at the address specified above. Proof of service (by affidavit or, in case of an attorney-at-law, by certificate) should be filed with the request. Any request for a hearing shall identify specifically the issues of fact or law that are disputed. A person who so requests will be notified of any hearing, if ordered, and will receive a copy of any notice or order issued in this matter. After said date, the application-declaration, as filed or as it may be amended, may be permitted to become effective. For the Commission, by the Division of Investment Management, pursuant to delegated authority. Jonathan G. Katz Secretary -----END PRIVACY-ENHANCED MESSAGE-----