-----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, Oj32L2qKMDZi8UV6cYf+O9y4BNPeSuroulzphLe9VJFJScn18iU8mBSjnJ3g4gZW ZfDM2fd1e5OWhTTA416KpQ== 0000950130-98-005081.txt : 19981023 0000950130-98-005081.hdr.sgml : 19981023 ACCESSION NUMBER: 0000950130-98-005081 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981022 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ATLANTIC CITY ELECTRIC CO CENTRAL INDEX KEY: 0000008192 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 210398280 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4/A SEC ACT: SEC FILE NUMBER: 005-46777 FILM NUMBER: 98729406 BUSINESS ADDRESS: STREET 1: 800 KING STREET STREET 2: PO BOX 231 CITY: WILMINGTON STATE: DE ZIP: 19899 BUSINESS PHONE: 6096454100 MAIL ADDRESS: STREET 1: 800 KING STREET STREET 2: PO 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: 3024293448 MAIL ADDRESS: STREET 1: 800 KING ST STREET 2: P O BOX 231 CITY: WILMINGTON STATE: DE ZIP: 19899 SC 13E4/A 1 AMENDMENT NO. 2 TO SCHEDULE 13E-4 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------------- Amendment No. 2 to SCHEDULE 13E-4 ISSUER TENDER OFFER STATEMENT (Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934) ------------------------------- ATLANTIC CITY ELECTRIC COMPANY (Name of Issuer) CONECTIV (Name of Person(s) Filing Statement) Title Cusip Number - ------------------------------------------------------------------------------- Atlantic City Electric Company, Cumulative Preferred Stock, Par Value $100 4% Series 048303200 and 048303903 4.10% Series 048303770 4.35% Series 048303762 4.35% 2nd Series 048303507 4.75% Series 048303309 5% Series 048303788 - ------------------------------------------------------------------------------- (Title of Class of Securities) (CUSIP Number of Class of Securities) Peter F. Clark, Esq., General Counsel Conectiv 800 King Street P. O. Box 231 Wilmington, Delaware 19899 (302) 429-3448 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement) The Commission is requested to mail signed copies of all orders, notices and communications to: Stephanie M. Scola Vincent Pagano, Jr., Esq. Manager of Capital Markets Simpson Thacher & Bartlett Conectiv 425 Lexington Avenue 800 King Street New York, New York 10017 Wilmington, Delaware 19899 September 10, 1998 (Date Tender Offer First Published, Sent or Given to Security Holders) CALCULATION OF FILING FEE TRANSACTION VALUATION* AMOUNT OF FILING FEE $26,651,300 $5,331 * Solely for purposes of calculating the filing fee and computed pursuant to Section 13(e)(3) of the Securities Exchange Act of 1934, as amended, and Rule 0-11(b)(1) thereunder, the transaction value equals the total amount of funds, excluding fees and other expenses, required to purchase all outstanding shares of each series of securities listed above pursuant to the Offer described in the Offer to Purchase and Proxy Statement filed as an Exhibit hereto. /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: $5,331 Form or Registration No.: Schedule 13E-4 Filing Party: Conectiv Date Filed: September 10, 1998 This Amendment No. 2 amends and supplements the Issuer Tender Offer Statement on Schedule 13E-4 dated September 10, 1998, as amended by Amendment No. 1 to Schedule 13E-4 dated October 1, 1998 (collectively, the "Statement"), each filed by Conectiv, a Delaware corporation, relating to its offer to purchase any and all outstanding shares of the series of preferred stock listed above of Atlantic City Electric Company, upon the terms and subject to the conditions set forth in the Offer to Purchase and Proxy Statement, dated September 10, 1998, and in the related Letter of Transmittal, copies of which are attached as Exhibits 99(a)(1) and 99(a)(2) to the Statement. Only those items of the Statement that are amended and supplemented hereby are included herein. Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the Statement. Item 1. Security and Issuer. Item 1 of the Statement is hereby amended and supplemented by adding thereto the following: 2 The Offer expired at 5:00 p.m., New York City time, on October 14, 1998 in accordance with its terms. On October 20, 1998, Conectiv purchased the Shares validly tendered pursuant to the Offer by depositing the aggregate purchase price therefor with the Depositary. The Shares so purchased, and purchase price therefor, for each Series of Preferred are as follows: Shares Series of Preferred Purchased Purchase Price - ------------------- --------- -------------- 4% Series 52,289 $ 4,266,782.40 4.10% Series 51,496 4,299,916.00 4.35% Series 11,898 1,054,162.80 4.35% 2nd Series 34,300 3,038,980.00 4.75% Series 41,369 4,002,450.75 5% Series 45,880 4,588,000.00 -------- -------------- Total 237,232 $21,250,291.95 Item 2. Source and Amount of Funds or Other Consideration. Item 2 of the Statement is hereby amended and supplemented by adding thereto the following: The total amount required by Conectiv to purchase the Shares pursuant to the Offer was $21,250,291.95, excluding fees and other expenses. Conectiv paid the purchase price to The Bank of New York, as Depositary, at 4:00 p.m., New York City time, on October 20, 1998 by wire transfer and received funds the same afternoon from the Company to cover that position. Item 3. Purpose of the Tender Offer and Plans or Proposals of the Issuer or Affiliate. Item 3 of the Statement is hereby amended and supplemented by adding thereto the following: The Shares purchased by Conectiv pursuant to the Offer were subsequently sold to the Company and were thereupon retired and canceled. As a result thereof, the Company has outstanding, as of October 20, 1998, a total of 24,711 Shares of the 4% Series, 20,504 Shares of the 4.10% Series, 3,102 Shares of the 4.35% Series, 1,700 Shares of the 4.35% 2nd Series, 8,631 Shares of the 4.75% Series and 4,120 Shares of the 5% Series. 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. Dated: October 22, 1998 CONECTIV By: /s/ Louis M. Walters ------------------------------ Louis M. Walters Treasurer 3 -----END PRIVACY-ENHANCED MESSAGE-----