[Federal Register Volume 64, Number 225 (Tuesday, November 23, 1999)]
[Notices]
[Pages 65744-65745]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 99-30437]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-27102]


Filings Under the Public Utility Holding Company Act of 1935, as 
Amended (``Act'')

November 16, 1999.
    Notice is hereby given that the following filing(s) has/have been 
made with the Commission pursuant to provisions of the Act and rules 
promulgated under the Act. All interested persons are referred to the 
applications(s) and/or declaration(s) for complete statements of the 
proposed transactions(s) summarized below. The application(s) and/or 
declarations(s) and any amendments is/are available for public 
inspection through the Commission's Branch of Public Reference.
    Interested persons wishing to comment or request a hearing on the 
applications(s) and/or declaration(s) should submit their views in 
writing by December 10, 1999, to the Secretary, Securities and Exchange 
Commission, Washington, D.C. 20549-0609, 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 should identify specifically the issues of facts 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 
the matter. After December 10, 1999, the application(s) and/or 
declaration(s), as filed or as amended, may be granted and/or permitted 
to become effective.
    Conectiv, a registered holding company, and Conectiv's 
subsidiaries, Delmarva Power & Light Company (``Delmarva''), Conectiv 
Resource Partners, Inc., Conectiv Energy Supply, Inc., King Street 
Assurance, Ltd., and Conectiv Energy, Inc., all located at 800 King 
Street, Wilmington, Delaware 19899; Delmarva Capital Investments, Inc., 
Conectiv Services, Inc., Conectiv Communications, Inc., Delmarva 
Services Company, DCI I, Inc., DCI II, Inc., DCTC-Burney, Inc., 
Conectiv Operating Services Co., Conectiv Solutions, LLC, and Conectiv 
Plumbing

[[Page 65745]]

LLC, all located at 252 Chapman Road, P.O. Box 6066, Newark, Delaware 
19714; Atlantic City Electric Company (``Atlantic''), 6801 Black Horse 
Pike, Egg Harbor Township, New Jersey 08234; Atlantic Generation, Inc., 
Atlantic Generation, Inc., Atlantic Southern Properties, Inc., ATE 
Investment, Inc., Conectiv Thermal Systems, Inc., Binghamton Limited, 
Inc., Binghamton Limited, Inc., Pedrick Gen., Inc., Vineland Limited, 
Inc., Vineland General, Inc., Atlantic Jersey Thermal Systems, Inc., 
and ATS Operating Services, Inc., all located at 5100 Harding Highway, 
Mays Landing, New Jersey 08330 (collectively, ``Applicants'') have 
filed a post-effective amendment under sections 6(a), 7, 9(a), 10, 
12(b), 12(c), 32 and 33 of the Act and rules 43(a), 45, 46(a), 53 and 
54 under the Act to an application-declaration originally filed under 
the Act.
    By order dated February 26, 1998 (HCAR No. 26833), and supplemented 
August 21, 1998 (HCAR No. 26907), September 28, 1998 (HCAR 26921), 
October 21, 1998 (HCAR No. 26930), and November 13, 1998 (HCAR No. 
26941) (the ``Financing Orders''), the Commission authorized Conectiv 
and its subsidiaries to effect certain financing transactions. The 
Financing Orders authorized Conectiv: (1) To issue short term debt 
aggregating no more than $800 million, less any amount of short term 
debt issued by Delmarva under its authorization in the Financing Orders 
to issue up to $275 million of short term debt; (2) to issue up to $250 
million of long term debt; and (3) to issue common stock which, when 
aggregated with any long term debt issued, does not exceed $500 
million. The Commission reserved jurisdiction in the Financing Orders 
over the issuance by Conectiv of an additional $250 million of long 
term debt.
    Financings authorized in the Financing Orders are subject, among 
other things, to the limitation that Conectiv's consoliated common 
equity will be at least 30% of its total consolidated capitalization 
(``Common Equity Ratio''), as adjusted to reflect subsequent events 
that affect capitalization (``Common Equity Condition'').
    Applicants now request the following:
    1. An extension of the effective period for all authorizations 
contained in the Financing Orders to March 31, 2002 (``Authorization 
Period'').
    2. An increase in the amount of short term debt that Conectiv is 
authorized to have outstanding during the Authorization Period, from 
$800 million to $1.3 billion, less any short term debt issued by 
Delmarva.
    3. A modification in the Common Equity Condition to state that the 
Common Equity Ratio would be at least twenty percent, as adjusted to 
reflect subsequent events that affect capitalization.
    4. An increase in the level of long term debt for which 
authorization is requested from $500 million to $1 billion.\1\ Conectiv 
asks that the Commission reserve jurisdiction over the issuance and 
sale of this additional amount of long term debt. Conectiv states that 
when any of the additional $500 million requested is authorized and 
issued, the proceeds will be used to pay down short term debt.
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    \1\ The Commission reserved jurisdiction in the Financing Orders 
over the issuance and sale by Conectiv of $250 million of the $500 
million in long term debt requested earlier in this filing. The 
request made in this post-effective amendment would increase the 
amount subject to this reservation from $250 million to $750 
million.
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    5. Elimination of the $25 million maximum limit on borrowings by 
Conectiv's direct and indirect nonutility subsidiaries from the 
Conectiv system money pool (``Money Pool'').
    6. Addition of King Street Assurance, Ltd., a new subsidiary of 
Conectiv Solutions, Inc., that was formed as an insurance company in 
Bermuda to reinsure appliance warranties, to the Money Pool.
    7. Ability to issue securities to acquire up to $350 million in 
interests in exempt wholesale generators, as that term is defined in 
section 32 (``EWGs''), through the Authorization Period.\2\ Conectiv 
projects that, as of March 31, 2002, a $350 million investment in EWGs 
would be approximately 145% of its average retained earnings for the 
preceding four quarters. Conectiv states that this investment would be 
seventy five percent of its average consolidated retained earnings if 
the amount of retained earnings of Atlantic that was not consolidated 
into Conectiv under the method of accounting use for the acquisition of 
Atlantic by Conectiv were added to Conectiv's retained earnings for 
each of those quarters.\3\

    \2\ Rule 53(a) permits Conectiv to issue securities to fund the 
acquisition of EWGs if the aggregate investment does not exceed 
fifty percent of its average consolidated retained earnings as 
reported for the four most recent quarterly periods. However, under 
rule 52(b)(2), if average consolidated retained earnings have 
decreased by ten percent from the average for the previous four 
quarterly periods and the aggregate investment in EWGs exceeds two 
percent of the total capital invested in utility operations, rule 
53(a) does not apply. Conectiv projects that, as a result of 
expected write-downs due to electric industry restructuring, it may 
not be able to satisfy the requirements of rule 53(b)(2) by the end 
of January 2000 and, accordingly, would not be able to rely on the 
``safe harbor'' provision in rule 53(a).
    \3\ By order dated February 25, 1998 (HCAR No. 26832), Conectiv 
was authorized to acquire all of the outstanding common stock of 
Delmarva and Atlantic (``Merger''). Because Conectiv was required to 
use the ``purchase'' method of accounting for the Merger, it could 
not include Atlantic's retained earnings in its own consolidated 
retained earnings.

    For the Commission by the Division of Investment Management, 
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 99-30437 Filed 11-22-99; 8:45 am]
BILLING CODE 8010-01-M