[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
