As filed with the Securities and Exchange Commission on
March 17, 1997
Registration Statement No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ATLANTIC CITY ELECTRIC COMPANY
(Exact name of Registrant as specified in its charter)
NEW JERSEY
(State or other jurisdiction of
incorporation or organization)
21-0398280
(IRS Employer
Identification
Number)
6801 Black Horse Pike
Egg Harbor Township, New Jersey 08234-4130
(Address of principal executive offices, including zip
code)Registrant's telephone number, including area code:
609-
645-4100
JAMES E. FRANKLIN II, ESQ.,
Senior Vice President, Secretary and General Counsel
6801 Black Horse Pike
Egg Harbor Township, New Jersey 08234-4130
(609) 645-4100
(Name and address, including zip code, and telephone
number,
including area code, of agent for service)
It is respectfully requested that the Commission send copies
of
all notices, order and communications to:
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, N.Y. 10017
Attention of Vincent Pagano,
Jr.
212-455-2000
Winthrop, Stimson,
Putnam & Roberts
One Battery Park Plaza
New York, N.Y. 10004
Attention of John H.
Byington, Jr.
212-858-1000
Approximate date of commencement of proposed sale to public:
At such time or times after the effective date of the
Registration
Statement as the registrant shall determine.
If the only securities being registered on this Form are
being
offered pursuant to dividend or interest reinvestment plans,
please
check the following box.
If any of the securities being registered on this Form are
to
be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box.
If this Form is filed to register additional securities for
an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering.
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
If delivery of the prospectus is expected to be made
pursuant
to Rule 434, please check the following box.
CALCULATION OF REGISTRATION FEE
Title of each Proposed Proposed Amount
class of maximum maximum of
securities Amount offering aggregate registra
being being price offering tion
registered registered per unit* price* fee
Debt
Securities $105,000.00 100% $105,000.00 $31,819
* Estimated solely for the purpose of computing the registration
fee
The registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date
until the registrant shall file a further amendment which
specifically states that this registration statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, or until the registration statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
The within Prospectus contains the information required by Rule
429 of the Commission under the Securities Act of 1933 with
respect to $45,000,000 of Debt Securities remaining unsold under
Registration Statement No. 33-53841, declared effective June 16,
1994. The amount of the filing fee associated with such Debt
Securities that was previously paid with Registration Statement
No. 33-53841 was $15,517.50.
INFORMATION CONTAINED HEREIN IS SUBJECT TO
COMPLETION OR
AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE
SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED
PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE.
THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF
THESE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
SUBJECT TO COMPLETION, DATED MARCH 17, 1997
PROSPECTUS
$150,000,000
Atlantic City Electric Company
Debt Securities
[LOGO]
Atlantic City Electric Company (the Company ) intends to offer,
from time to time, up to $150,000,000 aggregate principal amount
of its Debt Securities, consisting of First Mortgage Bonds and/or
First Mortgage Bonds, Designated Secured Medium Term Notes
(collectively, the New Bonds ) and/or Unsecured Notes and/or
Unsecured Medium Term Notes (collectively, the New Notes ). (The
New Bonds and the New Notes are hereinafter collectively referred
to as the Debt Securities ). The Debt Securities will be offered
in one or more series in amounts, at prices and on terms to be
determined at the time or times of sale. The title, aggregate
principal amount, interest provisions, maturity or maturities,
initial public offering price, redemption or tender provisions,
if any, and other specific terms of each series of Debt
Securities in respect of which this Prospectus is being delivered
will be set forth in an accompanying prospectus or pricing
supplement ( Prospectus Supplement ).
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The Company may sell the Debt Securities through
underwriters, dealers or agents, or directly to one or more
institutional purchasers. A Prospectus Supplement will set forth
the names of underwriters, or agents, if any, any applicable
commissions or discounts and the net proceeds to the Company from
any such sale.
The date of this Prospectus is , 1997
No dealer, salesman or any other person has been authorized
to give any information or to make any representation not
contained or incorporated by reference in this Prospectus or this
Prospectus as supplemented by any Prospectus Supplement, and, if
given or made, such information or representation must not be
relied upon as having been authorized by the Company or any other
person. Neither the delivery of this Prospectus nor this
Prospectus as supplemented by any Prospectus Supplement nor any
sale made hereunder or thereunder shall under any circumstances
create an implication that there has or has not been any change
in the affairs of the Company since the date hereof or thereof.
Neither this Prospectus nor this Prospectus as supplemented by
any Prospectus Supplement constitutes an offer of any securities
other than the registered securities to which it relates, or an
offer to any person in any jurisdiction in which such offer would
be unlawful.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934 (the 1934 Act ) and in
accordance therewith files reports, proxy statements and
information statements and other information with the Securities
and Exchange Commission (the SEC ). Such reports, proxy
statements and information statements and other information may
be inspected and copied at the public reference facilities
maintained by the SEC at 450 Fifth Street, N.W., Washington,
D.C., 20549; Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois, 60661; and 7 World Trade Center, 13th
Floor, New York, New York 10048. Copies of such material can be
obtained from the Public Reference Section of the SEC, 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates. The SEC
maintains a Web site at http://www.sec.gov containing reports,
proxy statements and information statements and other information
regarding registrants that file electronically with the SEC,
including the Company.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are hereby incorporated by reference in this
Prospectus the following documents heretofore filed with the SEC:
1. Annual Report on Form 10-K for the year ended
December 31, 1996.
2. Current Reports on Form 8-K dated January 6, 1997,
January 27, 1997 and January 31, 1997.
All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this
Prospectus and prior to the termination of the offering made by
this Prospectus shall be deemed to be incorporated by reference
in this Prospectus and to be a part hereof from the date of
filing of such documents (such documents, and the documents
enumerated above, being hereinafter referred to as Incorporated
Documents ). Any statement contained in an Incorporated Document
shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in
any other subsequently filed Incorporated Document or in the
Prospectus as amended modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Prospectus.
The Company hereby undertakes to provide without charge to
each person, including any beneficial owner, to whom a copy of
this Prospectus has been delivered, on the written or oral
request of any such person, a copy of any or all of the documents
referred to above (other than exhibits to such documents) which
have been or may be incorporated by reference in this Prospectus.
Requests for such copies should be directed to Robert K.
Marshall, Manager, Finance & Treasury Operations, Atlantic City
Electric Company, 6801 Black Horse Pike, Egg Harbor Township, New
Jersey 08234-4130, telephone number: 609/645-4655. The
information relating to the Company contained in this Prospectus
or any Prospectus Supplement relating hereto does not purport to
be comprehensive and should be read together with the information
contained in the Incorporated Documents.
THE COMPANY
The Company was formed under the laws of New Jersey on
April 28, 1924 by merger and consolidation of several utility
companies. The Company is engaged in the generation,
transmission, distribution, and sale of electric energy in the
southern part of New Jersey. The Company, which has a wholly
owned subsidiary, Deepwater Operating Company, is the principal
subsidiary of Atlantic Energy, Inc. ( Energy ), which is a public
utility holding company as defined in the Public Utility Holding
Company Act of 1935 and which has claimed exemption from
substantially all of the provisions of such Act. The other direct
subsidiaries of Energy are Atlantic Energy Enterprises, Inc. and
Atlantic Energy International, Inc.
The Company's principal executive office is located at 6801
Black Horse Pike, Egg Harbor Township, New Jersey, 08232-4130,
telephone 609-645-4100. The Company is subject to regulation by
the New Jersey Board of Public Utilities and the Federal Energy
Regulatory Commission. At December 31, 1996, the Company had over
477,000 customers and employed 1,466 persons, of which 633 were
affiliated with a national labor organization. With the exception
of a municipal electric system providing electric service within
the municipal boundaries of the City of Vineland, New Jersey, the
Company supplies electric service to the southern one-third of
the State of New Jersey. The Company has qualified to do business
as a foreign corporation in the Commonwealth of Pennsylvania to
enable it to participate in the ownership and operation of
generation and transmission facilities located therein.
SELECTED FINANCIAL INFORMATION
The following information is qualified by the detailed
information and financial statements included elsewhere in the
Prospectus, including the documents incorporated by reference.
Year Ended December 31,
1992 1993 1994 1995 1996
Operating
Revenues(000) $816,931 $865,799 $913,226 $953,779 $982,492
Net
Income (000) $107,446 $109,026 $ 93,174 $ 98,752 $ 75,017
Ratio of
Earnings
to Fixed
Charges 3.55 3.37 3.05 3.16 2.58
As of December 31, 1996
Amount
(in thousands)
Ratio
(%)
Long Term Debt* $ 802,420 46.3%
Cumulative Preferred Stock:
Subject to Mandatory Redemption* 53,950 3.1%
Not Subject to Mandatory Redemption 30,000
Cumulative Quarterly Income
Preferred Securities 70,000 4.0
Common Equity 778,425 44.9
Total Capitalization $1,734,795 100.00%
* Includes current portion
USE OF PROCEEDS
Use of the net proceeds to be received by the Company from
the issuance and sale of the Debt Securities will be set forth in
the accompanying Prospectus Supplement.
LEGAL OPINIONS
Opinions as to the legality of the Debt Securities will be
rendered by James E. Franklin, II, Esquire, General Counsel of
the Company, and Simpson Thacher & Bartlett (a partnership which
includes professional corporations), New York, New York, counsel
for the Company, and by Winthrop, Stimson, Putnam & Roberts, New
York, New York, counsel for any underwriters or agents. All
matters pertaining to title, the nature and extent of the lien of
the Mortgage securing the New Bonds and all other questions of
conformity to the laws of the State of New Jersey and of the
Commonwealth of Pennsylvania will be rendered to the purchasers
or underwriters only by James E. Franklin, II, Esquire, who has,
to the extent he deemed necessary, consulted with Pennsylvania
counsel as to matters of conformity to the laws of the
Commonwealth of Pennsylvania and has relied upon opinions of such
counsel as to such matters.
EXPERTS
The consolidated financial statements incorporated herein by
reference from the Company's Annual Report on Form 10-K for the
year ended December 31, 1996 have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report,
which is incorporated herein by reference, and have been so
incorporated herein in reliance upon the report of such firm
given upon their authority as experts in auditing and accounting.
The legal conclusions in Security under the caption
Description of New Bonds , insofar as such matters are governed
by the laws of the State of New Jersey or the Commonwealth of
Pennsylvania, have been reviewed by James E. Franklin, II, Esq.,
General Counsel of the Company, and have been included in
reliance upon the authority of James E. Franklin, II, Esq., as an
expert.
DESCRIPTION OF NEW BONDS
The New Bonds will be issued under the Mortgage and Deed of
Trust, dated January 15, 1937, made by the Company to The Bank of
New York, New York, N.Y. as Trustee ( Mortgage Trustee ), as
supplemented and amended (the Mortgage ), and one or more new
indentures supplemental thereto (the Supplemental Indenture ).
All First Mortgage Bonds (including the New Bonds) issued and to
be issued under the Mortgage are herein sometimes referred to as
Bonds . Copies of the Mortgage and of the forms of Supplemental
Indenture are filed as exhibits to the Registration Statement.
The statements herein concerning the New Bonds, the Bonds
and the Mortgage are merely an outline and do not purport to be
complete. They are qualified in their entirety by express
reference to the cited Sections and Articles of the Mortgage.
Terms defined in the Mortgage are used in this outline.
Maturity, Interest, Redemption and Payment (see the accompanying
Prospectus Supplement)
Security
The New Bonds will be secured pari passu with Bonds of all
other series now or hereafter issued by the lien of the Mortgage
which constitutes, in the opinion of counsel for the Company, a
first lien on substantially all of the fixed physical property
owned by the Company, subject only to (a) the conditions and
limitations in the instruments through which the Company claims
title to its properties and (b) excepted encumbrances as
defined in Section 6 of the Mortgage.
The Mortgage contains an after-acquired property clause, but
property hereafter acquired may be subject to liens, ranking
prior to the Mortgage, existing thereon at the time of
acquisition. The after-acquired property clause may not be
effective as to property acquired subsequent to the filing of a
case with respect to the Company under the Federal Bankruptcy
Code. The provisions of the Mortgage, in substance, permit
release of property from the lien and withdrawal from the
Mortgage Trustee of cash proceeds of property released from the
lien, not only against new property then becoming subject to the
lien, but also against property already subject to the Mortgage,
unless such property was owned at November 30, 1936, or has been
made the basis of the issue of Bonds or a credit under Section 20
of the Mortgage. Accordingly, any increase in the amount of the
mortgaged and pledged property, as a result of the after-acquired
property clause, may be eliminated by means of such releases and
withdrawals.
Under New Jersey law, the State of New Jersey owns in fee
simple for the benefit of the public schools all lands now or
formerly flowed by the tide up to the mean high-water line,
unless it has made a valid conveyance of its interests in such
property. In 1981, because of uncertainties raised as to possible
claims of State ownership, the New Jersey Constitution was
amended to provide that lands formerly tidal-flowed, but which
were not then tidal-flowed at any time for a period of 40 years,
were not to be subject to State claim unless the State has
specifically defined and asserted a claim within one year period
ending November 2, 1982. As a result, the State published maps of
the eastern (Atlantic) coast of New Jersey depicting claims to
portions of many properties, including certain properties owned
by the Company. The Company believes it has good title to such
properties and will vigorously defend its title, or will obtain
such grants from the State as may ultimately be required. The
cost to acquire any such grants may be covered by title insurance
policies. Assuming that all of such State claims were determined
adversely to the Company, they would relate to land, which,
together with the improvements thereon, would amount to less than
1% of net utility plant. No maps depicting State claims to
property owned by the Company on the western (Delaware River)
side of New Jersey were published within one year period mandated
by the Constitutional Amendment. Nevertheless, the Company
believes it has obtained all necessary grants from the State for
its improved properties along the Delaware River.
Issuance of Additional Bonds
Additional Bonds of any series may be issued in principal
amount equal to:
1. 65% of the cost or then fair value to the Company
(whichever shall be less) of property additions acquired,
made or constructed subsequent to June 30, 1950;
2. The principal amount of Bonds or prior lien bonds retired
or then to be retired; and
3. The amount of cash deposited with the Mortgage Trustee
but, except as otherwise provided in the Mortgage, in each case
only if the net earnings (as defined in Section 7 of the
Mortgage) are at least twice the annual interest charges on all
outstanding indebtedness secured by any equal or prior lien,
including the additional issue. However, no Bonds may be issued
against property additions subject to prior liens, as defined in
Section 6, (a) if the principal amount of outstanding prior lien
bonds secured thereby exceeds 50% of the cost or then fair value
(whichever shall be less) of such property additions, or (b) if
the principal amount of all Bonds theretofore issued and
continuing on such basis, and the amount of certain other items
representing proportions of deposited cash withdrawn, or property
released or credit taken under Section 20 on such basis, in the
aggregate exceed 20% of the principal amount of all Bonds
theretofore issued, including the additional issue. (See Sections
7, 23, 25, 26, 27, 29 and 30.)
The Company plans to authenticate the New Bonds on the basis
of property additions but may, in some cases, authenticate New
Bonds on the basis of retired Bonds. It is estimated that at
January 31, 1997 unfunded property additions amounted to more
than $500,000,000.
Release and Substitution of Property
The Mortgage permits property to be released from the lien of
the Mortgage upon compliance with the provisions thereof. (See
Sections 58, 59, 60 and 62.) Such provisions require that, in
certain specified cases, cash be deposited with the Mortgage
Trustee in an amount equal to the excess of the fair value of the
property to be released over the aggregate of certain
computations required by the Mortgage. The Mortgage also
contains requirements relating to the withdrawal or application
of release moneys and other funds held by the Mortgage Trustee.
(See Sections 55, 61 and 62.)
Modification of the Mortgage
Article XVIII of the Mortgage provides for modifying or
altering the Mortgage with the consent of the Company and by vote
of the holders of 75% in principal amount of the outstanding
Bonds which are affected by the proposed modification or
alteration, but no such modification or alteration may permit the
waiver of any completed default (as defined in Section 65) and
its consequences without the approval of at least a majority in
principal amount of all the outstanding Bonds. No modification or
alteration without the consent of the holder of a Bond may modify
the terms of payment of the principal amount of or interest on
such Bond or create an equal or prior lien or deprive such holder
of a lien on the mortgaged property or reduce the above
percentage.
Concerning the Mortgage Trustee
The Bank of New York also serves as Indenture Trustee under
the Indenture under which the New Notes are issued and as trustee
under a junior subordinated indenture under which junior
subordinated deferrable interest debentures have been issued. The
Company and its affiliates utilize various of the banking
services offered by the Mortgage Trustee. Such services include
acting as a depositary and providing lines of credit.
Defaults
By Section 65 of the Mortgage, the following are defined as
completed defaults : default in the payment of principal;
default for 90 days in the payment of interest; default in
payment of principal or interest on outstanding prior lien bonds
in certain cases; certain events of bankruptcy, insolvency or
reorganization; and default for 90 days after notice in the
performance of any other covenant. By Section 53 of the Mortgage,
a failure to provide money for the redemption of Bonds called for
redemption also constitutes a completed default. The Company is
required to furnish annually to the Mortgage Trustee a
certificate as to compliance with all conditions and covenants
under the Mortgage.
The Mortgage Trustee or the holders of 25% in principal amount
of the Bonds may declare the principal due upon the occurrence of
a completed default, but the holders of a majority in principal
amount may annul such declaration if the default has been cured,
and the Mortgage Trustee, upon the occurrence of a completed
default, is required to declare the principal due, or to enforce
payment of the Bonds and to foreclose the Mortgage, on request of
the holders of a majority in principal amount of the Bonds. (See
Sections 65, 68 and 101.) The holders of a majority in principal
amount of the Bonds may direct the time, method and place of
conducting any proceeding for the enforcement of the Mortgage.
(See Section 69.) No bondholder has the right to institute any
proceeding for the enforcement of the Mortgage unless such holder
shall have given the Mortgage Trustee written notice of a
completed default, the holders of 25% in principal amount shall
have offered to the Mortgage Trustee indemnity against costs,
expenses and liabilities, requested the Mortgage Trustee to take
action and have given the Mortgage Trustee reasonable opportunity
to take such action. (See Section 79.) The Mortgage Trustee is
entitled to be indemnified before taking action to enforce the
lien at the request of such bondholders. (See Section 68.)
DESCRIPTION OF NEW NOTES
General
The New Notes are to be issued under an Indenture, dated as of
March 1, 1997 ( Indenture ), between the Company and The Bank of
New York, as trustee ( Indenture Trustee ).
The statements herein concerning the New Notes and the
Indenture are merely an outline and do not purport to be
complete. They are qualified in their entirety by express
reference to the cited Sections and Articles of the Indenture.
Terms defined in the Indenture are used in this outline.
The Indenture provides that debt securities (including the New
Notes and including both interest bearing and original issue
discount securities) may be issued thereunder, without limitation
as to aggregate principal amount. (See Section 301.) All debt
securities heretofore or hereafter issued under the Indenture
(including the New Notes) are collectively referred to as the
Indenture Securities . The Indenture does not limit the amount
of other debt, secured or unsecured, which may be issued by the
Company. The New Notes will rank pari passu with all other
unsecured and unsubordinated indebtedness of the Company.
Substantially all of the fixed physical property owned by the
Company is subject to the lien of the Mortgage securing the
Company's Bonds. (See Description of New Bonds Security
herein.)
Maturity, Interest, Redemption and Payment (see the accompanying
Prospectus Supplement)
Events of Default and Notice Thereof
Events of Default are: default for three Business Days in
payment of principal; default for 60 days in payment of interest;
certain events in bankruptcy, insolvency or reorganization;
default for 90 days after notice in the case of a breach of any
other covenant; and any other Event of Default specified with
respect to the Indenture Securities of a particular series. No
Event of Default with respect to a series of Indenture Securities
necessarily constitutes an Event of Default with respect to the
Indenture Securities of any other series. The Indenture Trustee
may withhold notice of default (except in payment of principal,
interest or any funds for the retirement of Indenture Securities)
if it, in good faith, determines that withholding of such notice
is in the interest of the Holders of the Indenture Securities.
(See Sections 801 and 903.)
Either the Indenture Trustee or the Holders of not less than
33% in principal amount (or such lesser amount as may be provided
in the case of discount Indenture Securities) of the outstanding
Indenture Securities of all defaulted series, considered as one
class, may declare the principal and interest on such series due
on default, but the Company may annul such default by effecting
its cure and paying overdue interest and principal. No Holder of
Indenture Securities may enforce the Indenture without having
given the Indenture Trustee written notice of default, and unless
the Holders of a majority of the Indenture Securities of all
defaulted series, considered as one class, shall have requested
the Indenture Trustee to act and offered reasonable indemnity,
and for 60 days the Indenture Trustee shall have failed to act,
but each Holder has an absolute right to receive payment of
principal and interest when due and to institute suit for the
enforcement of such payment. The Indenture Trustee is not
required to risk its funds or incur any financial liability if it
shall have reasonable grounds for believing that repayment is not
reasonably assured. The Holders of a majority of the Indenture
Securities of all defaulted series, considered as one class, may
direct the time, method and place of conducting any proceedings
for any remedy available to the Indenture Trustee, or exercising
any trust or power conferred on the Indenture Trustee, with
respect to the Indenture Securities of such series, but the
Indenture Trustee is not required to follow such direction if not
sufficiently indemnified and the Indenture Trustee may take any
other action it deems proper which is not inconsistent with such
direction. (See Sections 802, 807, 808, 812 and 902.)
Evidence to be Furnished to the Indenture Trustee
Compliance with Indenture provisions will be evidenced by
written statements of the Company's officers. An annual
certificate with reference to compliance with the covenants and
conditions of the Indenture and the absence of defaults is
required to be filed with the Indenture Trustee. (See Section
1004.)
Modification of the Indenture
The rights of the Holders of the Indenture Securities may be
modified with the consent of the Holders of a majority of the
Indenture Securities of all series or Tranches, as defined below,
affected, considered as one class. However, certain specified
rights of the Holders of Indenture Securities may be modified
without the consent of the Holders if such modification would not
be deemed adversely to affect their interests in any material
respect. In general, no modification of the terms of payment of
principal and interest, no reduction of the percentage in
principal amount of the Indenture Securities outstanding under
such series required to consent to any supplemental indenture or
waiver under the Indenture, no reduction of such percentage
necessary for quorum and voting, and no modification of certain
of the provisions in the Indenture relating to supplemental
indentures, waivers of certain covenants and waivers of past
defaults is effective against any Holder of Indenture Securities
without his consent. Tranche means a group of Indenture
Securities which are of the same series and have identical terms
except as to principal amount and/or date of issuance. (See
Article Twelve.)
The Indenture Trustee
The Bank of New York also serves as the Mortgage Trustee under
the Mortgage under which the New Bonds are issued and as trustee
under a junior subordinated indenture under which junior
subordinated deferrable interest debentures of the Company have
been issued. The Company and its affiliates utilize various of
the banking services offered by the Indenture Trustee. Such
services include acting as a depositary and providing lines of
credit.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities in any of three ways:
(i) through underwriters or dealers; (ii) directly to a limited
number of purchasers or to a single purchaser; or (iii) through
agents. The Prospectus Supplement relating to a series of the
Debt Securities will set forth the terms of the offering of the
Debt Securities, including the name or names of any underwriters,
dealers or agents, the purchase price of such Debt Securities and
the proceeds to the Company from such sale, any underwriting
discounts or agency fees and other items constituting
underwriters' or agents' compensation, any initial public
offering price and any discounts or concessions allowed or
reallowed or paid to dealers. Any initial public offering price
and any discounts or concessions allowed or reallowed or paid to
dealers may be changed from time to time.
If underwriters are used in the sale, the Debt Securities will
be acquired by the underwriters for their own account and may be
resold from time to time in one or more transactions, including
negotiated transactions, at a fixed public offering price or at
varying prices determined at the time of the sale. The
underwriters with respect to a particular underwritten offering
of Debt Securities will be named in the Prospectus Supplement
relating to such offering and, if an underwriting syndicate is
used, the managing underwriters will be set forth on the cover
page of such Prospectus Supplement. Unless otherwise set forth in
the Prospectus Supplement, the several obligations of the
underwriters to purchase the Debt Securities will be subject to
certain conditions precedent, and the underwriters will be
obligated to purchase all such Debt Securities if any are
purchased.
Debt Securities may be sold directly by the Company or through
agents designated by the Company from time to time. The
Prospectus Supplement will set forth the name of any agent
involved in the offer or sale of the Debt Securities in respect
of which the Prospectus Supplement will be delivered as well as
any commissions payable by the Company to such agent. Unless
otherwise indicated in the Prospectus Supplement, any such agent
will be acting on a reasonable best efforts basis for the period
of its appointment.
If so indicated in the Prospectus Supplement, the Company will
authorize agents, underwriters or dealers to solicit offers by
certain specified institutions to purchase Debt Securities from
the Company at the public offering price set forth in the
Prospectus Supplement pursuant to delayed delivery contracts
providing for payment and delivery on a specified date in the
future. Such contracts will be subject to those conditions set
forth in the Prospectus Supplement, and the Prospectus Supplement
will set forth the commission payable for solicitation of such
contracts.
Subject to certain conditions, the Company may agree to
indemnify any underwriters, dealers, agents or purchasers and
their controlling persons against certain civil liabilities,
including certain liabilities under the Securities Act of 1933,
as amended.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.*
Filing Fee for Registration Statement. . . . . . . . . . .$31,819
Rating Agency Fees . . . . . . . . . . . . . . . . . . . . 60,000
Printing Registration Statement, Prospectus, etc.. . . . . 10,000
Fees and Expenses of Mortgage Trustee, Indenture Trustee
and their Counsel. . . . . . . . . . . . . . . . . . . . . 40,000
Certified Public Accountants fees. . . . . . . . . . . . . 19,000
Legal fees . . . . . . . . . . . . . . . . . . . . . . . .150,000
Miscellaneous expenses . . . . . . . . . . . . . . . . . . .7,500
Total. . . . . . . . . . . . . . . . . . . . . . . . . $318,319
* All of the above except the fee payable to the Securities and
Exchange Commission are estimated.
Item 15. Indemnification of Directors and Officers.
Directors and officers of the Company are entitled to be
indemnified against expenses and liabilities incurred by them
under certain circumstances pursuant to the By-Laws of the
Company and pursuant to the New Jersey Business Corporation Act.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the Act ), may be permitted
to officers, directors and controlling persons of the Company
pursuant to the By-Laws of the Company or the New Jersey statutes
or otherwise, the Company has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Company will, unless in the opinion of its
counsel the matter has theretofore been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
The Company has insurance policies under which its directors
and officers are insured against certain liabilities that may be
incurred by them in their capacities as such.
Item 16. Exhibits.
Reference is made to the information contained in the Exhibit
Index filed as a part of this Registration Statement.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i)To include any prospectus
required by section 10(a)(3) of the Securities
Act of 1933;
(ii)To reflect in the
prospectus any facts or events arising after the
effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of Debt Securities (if the total dollar value of Debt
Securities would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) of the
Securities Act of 1933 if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the Calculation
of Registration Fee table in the effective registration
statement;
(iii)To include any material
information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that (i) and (ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual
report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference
in the registration statement shall be deemed to be a new
registration statement relating to the Debt Securities, and the
offering thereof at that time shall be deemed to be the initial
bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the Township of Egg Harbor, and State of New Jersey on the
seventeenth of March, 1997.
Atlantic City Electric Company
By: /s/ L.M. Walters
L.M. Walters
Vice President, Treasurer and Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
(i)Principal
Executive
Officer:
* Chairman, Chief Executive
J. L. Jacobs Officer and Director March 17,1997
(ii)
Principal
Financial and
Accounting
Officer:
*
M.J. Barron Senior Vice President,
Chief Financial Officer
and Director March 17, 1997
(iii) A Majority of
the Directors:
M.J. Chesser*
J.E. Franklin II*
M.I. Harlacher, Jr.*
H.K. Levari*
M.T. Powell* March 17, 1997
*By/s/L.M. Walters
L.M. Walters, Attorney-in-Fact
EXHIBIT INDEX
Exhibit
No. Description
1a* Copy of Form of Proposal and Form of Purchase
Contract for New Bonds and New Notes.
1b* Copy of Form of Selling Agency Agreement for
First Mortgage Bonds, Designated Secured
Medium Term Notes and Unsecured Medium Term
Notes.
4a** Mortgage and Deed of Trust, dated January 15,
1937, between the Company and The Bank of
New York (formerly Irving Trust Company,
Trustee) and Supplemental Indentures through
November 1, 1994 (File No. 2-66280-Exhibit
No. 2(b); File No. 1-3559, Form 10-K for
year ended December 31, 1980-Exhibit No.
4(d); Form 10-Q for quarter ended June 30,
1981-Exhibit No. 4(a); Form 10-K for year
ended December 31, 1983-Exhibit No. 4(d);
Form 10-Q for quarter ended March 31, 1984-
Exhibit No. 4(a); Form 10-Q for quarter
ended June 30, 1984-Exhibit No. 4(a); Form
10-Q for quarter ended September 30, 1985-
Exhibit 4; Form 10-Q for quarter ended March
31, 1986-Exhibit No. 4; Form 10-K for year
ended December 31, 1987-Exhibit No. 4(d);
Form 10-Q for quarter ended September 30,
1989-Exhibit No. 4(a); Form 10-K for year
ended December 31, 1990-Exhibit No. 4(c);
File No. 33-49279-Exhibit No. 4(b); Form 10-
Q for the quarter ended September 30, 1993-
Exhibits No. 4(a) and 4(b); Form 10-K for
year ended December 31, 1993-Exhibit No.
4c(1); Form 10-Q for the quarter ended June
30, 1994 - Exhibit 4(a); Form 10-Q for the
quarter ended September 30, 1994 - Exhibit
4(a); and Form 10-K for the year ended
December 31, 1994 - Exhibit 4c(1).
4b* Form of proposed Supplemental Indenture
between the Company and The Bank of New
York, Mortgage Trustee, for the First
Mortgage Bonds, Designated Secured Medium
Term Notes.
4c** Form of proposed Supplemental Indenture
between the Company and The Bank of New
York, Trustee, for the First Mortgage Bonds
(File No. 33-49933-Exhibit No. 4(ii)).
4d* Form of First Mortgage Bond, Designated
Secured Medium Term Note.
4e* Copy of Form of Indenture between the Company
and The Bank of New York, Indenture Trustee
for the New Notes.
4f* Form of Unsecured Note.
5a* Opinion of James E. Franklin II, Esq., with
respect to the securities being registered
hereunder.
5b* Opinion of Simpson Thacher & Bartlett, with
respect to the securities being registered
hereunder.
12** Statement of Computations of Ratio of Earnings
to Fixed Charges (Form 10-K for the year
ended December 31, 1996 - Exhibit 12).
23a* Consent of Independent Auditors.
23b Consent of James E. Franklin II, Esq.
(Included in Exhibit 5a)
23c Consent of Simpson Thacher & Bartlett
(Included in Exhibit 5b)
24* Powers of Attorney.
25a* Statement of eligibility on Form T-1 of
Mortgage Trustee.
25b* Statement of eligibility on Form T-1 of
Indenture Trustee.
* Filed via electronic transmission.
** Incorporated by reference to previous filing.