-----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, Sm7vkZyz2u3YKFposu1MmHmn88YSNVNmLQ8ndRn052LUWb0t9p8vLfYQGikvlEGH oinzcw/J5ovGQ1Tgvzypkw== 0000950172-99-000712.txt : 19990610 0000950172-99-000712.hdr.sgml : 19990610 ACCESSION NUMBER: 0000950172-99-000712 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990609 SUBJECT COMPANY: 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: SC 13E4/A SEC ACT: SEC FILE NUMBER: 005-55123 FILM NUMBER: 99643023 BUSINESS ADDRESS: STREET 1: 800 KING STREET 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 FILED BY: 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: SC 13E4/A BUSINESS ADDRESS: STREET 1: 800 KING STREET 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 SC 13E4/A 1 SC13E-4 AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------- SCHEDULE 13E-4/A ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934) (Amendment No. 2) ----------------------------- CONECTIV (NAME OF ISSUER) CONECTIV (NAME OF PERSON(S) FILING STATEMENT) ----------------------------- COMMON STOCK, PAR VALUE $0.01 PER SHARE (TITLE OF CLASS OF SECURITIES) 206829 103 (CUSIP NUMBER OF CLASS OF SECURITIES) CONECTIV 800 King St. P.O. Box 231 Wilmington, DE 19899 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSONS(S) FILING STATEMENT) PETER F. CLARK, ESQUIRE CONECTIV 800 KING STREET, P.O. BOX 231 WILMINGTON, DELAWARE 19899 (302) 429-3311 ----------------------------- COPY TO: MICHAEL P. ROGAN, ESQ. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 1440 NEW YORK AVENUE, N.W. WASHINGTON, D.C. 20005-2111 (202) 371-7000 ----------------------------- MAY 11, 1999 (DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS) ----------------------------- CALCULATION OF FILING FEE ---------------------------------------------------------------- TRANSACTION VALUATION* AMOUNT OF FILING FEE ---------------------------------------------------------------- $357,000,000 $71,400 ----------------------------- * Calculated solely for purposes of determining the filing fee, based upon the purchase of 14,000,000 shares at the maximum tender offer price per share of $25.50 [X] Check box if any part of the fee is offset as provided by Rule 0- 11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. Amount Previously Paid: $71,400 Filing Party: CONECTIV Form or Registration No.: Schedule 13E-4 Date File: MAY 11, 1999 EXPLANATORY NOTE This Amendment No. 2 is being filed solely to file as an Exhibit to this Issuer Tender Offer Statement on Schedule 13E-4 the press release issued by Conectiv on June 9, 1999. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. Item 9 is hereby amended by adding the following exhibit thereto: EXHIBIT NO. DESCRIPTION (a)(12) Press Release dated June 9, 1999 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. CONECTIV By: /s/ John C. van Roden ------------------------------ John C. van Roden Senior Vice President and Chief Financial Officer Dated: June 9, 1999 EXHIBITS EXHIBIT NO. DESCRIPTION (a)(12) Press Release dated June 9, 1999 EX-99 2 EXHIBIT (A)(12) - PRESS RELEASE NEWS RELEASE [Conectiv LOGO] Contact: Bob Marshall, Investor Relations, (302) 429-3114 CONECTIV ANNOUNCES PRELIMINARY RESULTS OF DUTCH AUCTION SELF-TENDER OFFER Wilmington, DE, June 9, -- Conectiv (NYSE: CIV and CIV.A) announced today the preliminary results of its Dutch Auction self-tender offer that expired Tuesday, June 8, 1999 at midnight, New York City time. Based on a preliminary count by the depositary for the offer, Conectiv expects to purchase approximately 14.6 million shares at $25.50 per share, said John C. van Roden, Chief Financial Officer. On May 11, 1999 the company announced that it planned to purchase 14 million shares, or about 13 percent of its outstanding common stock, at a price to be determined within a range of $23.50 to $25.50 per share. Based on the preliminary count, approximately 14.6 million shares were tendered, including about 1.3 million shares as a result of the conversion of Class A common stock. As permitted by applicable rules, Conectiv decided to increase its offer in order to permit it to purchase the additional tendered shares as well. After the purchase of shares through the Dutch Auction self-tender, the company will have about 87 million shares of its common stock outstanding and about 5.8 million shares of its Class A common stock outstanding. At the closing of the New York Stock Exchange on Tuesday, June 8, 1999 Conectiv common stock was trading at $24 13/16 per share and Conectiv Class A common stock was trading at $38 per share. Conectiv is a regional provider of vital services, emphasizing electric and gas delivery, energy and telecommunications. ###www.conectiv.com### -----END PRIVACY-ENHANCED MESSAGE-----