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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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DELMARVA POWER FINANCING I
(Exact name of registrant as specified in its Trust Agreement)
Delaware To Be Applied For
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
800 King Street
Wilmington, Delaware 19899
(Address of principal executive offices, including zip code)
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Securities to be registered pursuant to Section 12(b) of the
Act:
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Title of each class to be so Name of each exchange on which
registered each class is to be so
registered
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8.125 % Cumulative Trust
Preferred Capital Securities
(and the Guarantee with
respect thereto) New York Stock Exchange
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If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A.(c)(1), please check the following box. [ ]
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction A.(c)(2),
please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the
Act: None
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The Commission respectfully is requested to send copies of all
notices, orders and communications to:
Robert G. Schuur, Esq.
Reid & Priest LLP
40 West 57th Street
New York, New York 10019
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be
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Registered.
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The securities to be registered hereby are 8.125% Cumulative
Trust Preferred Capital Securities ("Preferred Securities"), of
Delmarva Power Financing I, a Delaware business trust. The
Preferred Securities represent undivided beneficial interests in
the assets of Delmarva Power Financing I and are guaranteed by
Delmarva Power & Light Company (the "Company"), a Delaware and
Virginia corporation, to the extent set forth in the form of the
Guarantee Agreement by the Company to Wilmington Trust Company,
as Guarantee Trustee (the "Guarantee"). The Guarantee is
incorporated by reference to Exhibit 4-D to the Registration
Statement on Form S-3 of the Company and Delmarva Power Financing
I (Registration Nos. 333-07281 and 333-07281-01) filed with the
Securities and Exchange Commission (the "Commission") on July 1,
1996 and amended by Amendment Nos. 1, 2 and 3 thereto, filed with
the Commission on August 22, 1996, September 20, 1996 and
September 23, 1996, respectively. Such registration statement,
as so amended (the "Registration Statement"), became effective on
September 25, 1996. The particular terms of the Preferred
Securities and Guarantee are described in the Prospectus, dated
September 26, 1996, filed with the Commission pursuant to Rule
424 of the Securities Act of 1933, as amended, in connection with
the Registration Statement (the "Prospectus"). The Prospectus
and the form of Guarantee are incorporated by reference herein as
set forth in Item 2 below.
Item 2. Exhibits.
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The Preferred Securities described herein are to be registered
on the New York Stock Exchange, on which no other securities of
Delmarva Power Financing I are registered. Accordingly, the
following Exhibits required in accordance with Part II to the
instructions as to Exhibits to Form 8-A have been duly filed with
the New York Stock Exchange. Each Exhibit was previously filed
as indicated with the Commission and is incorporated herein by
reference.
Exhibit Description and Method
Number of Filing
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1(a) The Prospectus Filed pursuant to Rule
424 in connection with
the Registration
Statement of the
Company and Delmarva
Power Financing I (Reg.
Nos. 333-07281 and 333-
07281-01).
4(a) Certificate of Trust of Filed as Exhibit 4-B to
Delmarva Power the Registration
Financing I (contained Statement of the
in the Form of Amended Company and Delmarva
and Restated Trust Power Financing I (Reg.
Agreement of Delmarva Nos. 333-07281 and 333-
Power Financing I) 07281-01).
4(b) Trust Agreement of Filed as Exhibit 4-A to
Delmarva Power the Registration
Financing I Statement of the
Company and Delmarva
Power Financing I (Reg.
Nos. 333-07281 and 333-
07281-01).
4(c) Form of Amended and Filed as Exhibit 4-B to
Restated Trust the Registration
Agreement of Delmarva Statement of the
Power Financing I Company and Delmarva
Power Financing I (Reg.
Nos. 333-07281 and 333-
07281-01).
4(d) Form of Indenture Filed as Exhibit 4-C to
between the Company and the Registration
Wilmington Trust Statement of the
Company, as Trustee Company and Delmarva
Power Financing I (Reg.
Nos. 333-07281 and 333-
07281-01).
4(e) Form of Subordinated Filed as Exhibit 4-C to
Debenture (contained in the Registration
the Form of Indenture) Statement of the
Company and Delmarva
Power Financing I (Reg.
Nos. 333-07281 and 333-
07281-01).
4(f) Form of Guarantee Filed as Exhibit 4-D to
Agreement the Registration
Statement of the
Company and Delmarva
Power Financing I (Reg.
Nos. 333-07281 and 333-
07281-01).
5(a) Form of Preferred Filed as Exhibit 4-G to
Security the Registration
Statement of the
Company and Delmarva
Power Financing I (Reg.
Nos. 333-07281 and 333-
07281-01).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
Dated: October 1, 1996 DELMARVA POWER FINANCING I
By: /s/ Edric R. Mason
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(Authorized Representative)