As filed with the SEC on January 9, 2002
File No. 70-09913
United States Securities and Exchange Commission
Washington, D.C. 20549
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Pre-effective Amendment No. 1 to
Form U-1
Application/Declaration
Under the
Public Utility Holding Company Act of 1935
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New RC, Inc. Conectiv
701 Ninth Street, N.W. 800 King Street
Washington, DC 20068. Wilmington, DE 19899
(Names of companies filing this statement
and addresses of principal executive offices)
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New RC, Inc.
(Name of top registered holding company)
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Dennis R Wraase William T. Torgerson Peter F. Clark
President General Counsel Vice President,
New RC, Inc. Potomac Electric Power General Counsel
701 Ninth Street, N.W. Company and Secretary
Washington, DC 20068 701 Ninth Street, N.W. Conectiv
Washington, DC 20068 800 King Street
Wilmington, DE 19801
(Names and addresses of agents for service)
The Commission is also requested to send copies
of any communication in connection with this matter to:
Sheri E. Bloomberg Judith A. Center
Sonia Mendonca William C. Weeden
LeBoeuf, Lamb, Greene & MacRae Skadden, Arps, Slate, Meagher & Flom,
L.L.P. L.L.P.
125 West 55th Street 1440 New York Avenue, NW
New York, NY 10019-5389 Washington, D.C. 20005
(212) 424-8000 (202) 371-7000
Facsimile: (212) 424-8500 Facsimile: (202) 371-5760
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Items 3.B.5 and 3.B.6, and Item 6 of the Application-Declaration as
previously filed are hereby amended as follows:
Item 3. Applicable Statutory Provisions
B. Legal Analysis
5. Section 13 - Intra-system Provision of Services
After consummation of the Transaction, and during the transition period
described herein, both CRP (which may be renamed after the Transaction is
completed) and Pepco will provide New RC, Conectiv, Pepco and other system
companies with system wide administrative, management and support services. All
services provided to New RC or to both Pepco or any of its current subsidiaries
("Pepco companies") and Conectiv or any of its current subsidiaries ("Conectiv
companies") by either CRP or Pepco will be billed and allocated through CRP in
accordance with a Revised CRP Service Agreement submitted herein as Exhibit J-1.
In addition to providing system wide services, during the transition period, CRP
will continue to provide services solely to Conectiv companies consistent with
its current operations, while Pepco companies will continue to provide services
solely to Pepco companies consistent with their current operations. The
Applicants have not yet completed their analysis of how best to accomplish the
goal of centralizing the service functions in the combined company. The
Applicants believe that this task is not capable of being completed until after
the companies are in fact merged. Therefore, the Applicants propose certain
interim arrangements described below. Once this analysis is completed, New RC
will form a system service company/1/ and consolidate the provision of services
in this new system service company as appropriate and subject to Commission
approval.
Transition Period
During a transition period, defined below, the Applicants propose to have
CRP function as an interim service company through which system wide services
are
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1 Alternatively, as described below, Applicants will further expand CRP's
operations such that it will serve as the system service company; provided
that CRP has or will become a direct subsidiary of New RC.
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allocated and billed. CRP will provide services to New RC as well as both Pepco
companies and Conectiv companies and these services will be allocated and billed
in accordance with the revised CRP service company agreement. In addition, some
Pepco employees will provide services to New RC and Pepco companies and Conectiv
companies. Pepco will bill these services to CRP at cost determined in
accordance with Rules 90 and 91 of the Act, and CRP will then allocate and bill
the costs to the appropriate system companies in accordance with the revised CRP
service company agreement. During the transition period, CRP will either be a
direct or indirect subsidiary of New RC. Applicants note that there are tax
implications involved in moving CRP to a direct subsidiary of New RC as well as
both management and regulatory implications of having a system service company
that is a subsidiary of an intermediate holding company, which they are in the
process of analyzing the full impact of.
In addition to providing system wide services, during the transition
period, CRP will continue to provide services solely to Conectiv companies
consistent with its current operations, while Pepco companies will continue to
provide services solely to Pepco companies consistent with their current
operations. To the extent possible, these services will be billed to the company
receiving services at cost as determined by Rules 90 and 91 of the Act. If
allocation is appropriate, charges for services provided by Pepco companies to
other Pepco companies, and charges for services provided by CRP to Conectiv
companies will be allocated using an approved allocation formula from the
Revised CRP service company agreement. All of the services provided by either
CRP or Pepco for which an exemption is not requested herein would be charged at
cost.
Exhibit J-1 and J-2 herein consist of a revised service company agreement,
which is based on the existing and approved CRP service company agreement and
CRP's service company policy and procedures that will govern intra-system
provision of services during the transition period.
The services to be provided during the transition period may include the
following:
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(a) Executive Management, including the services of the Chairman, CEO,
President, COO, Corporate Secretary and supporting staff;
(b) Financial Services, including corporate planning; strategic planning;
budgeting; treasury and finance including risk management, cash management,
financing, and funded plans administration; investor relations; shareholder
services, accounting services including general ledger, corporate accounting,
accounts payable, payroll, asset and project accounting; tax accounting
services; regulatory affairs; insurance and claims processing; and insurance and
claims administration;
(c) Human Resource Services, including compensation and benefit services;
personnel, employment and staffing; employee/labor relations; skills training
and management development; performance improvement; and organizational
development;
(d) Legal and Internal Audit Services, including internal audit services
and legal counsel related to general corporate issues;
(e) Procurement and Administrative Services, including security, asset
protection and investigative services; purchasing and storeroom management;
procurement and materials management; vehicle resource management, including
company vehicle maintenance; general services including mail, graphics, records
management and other office services; building services including facilities
management and building maintenance; and real estate services, including
rights-of-way;
(f) Customer Services, including customer service centers, billing, credit
and collections, cash remittance processing, administrative & technical support,
quality assurance and training, as well as a separate group that provides
billing of non-energy materials and services;
(g) Marketing Services, including sales; market product and sales planning;
market and customer research; direct response marketing; marketing
communication; and general corporate advertising/branding;
(h) Information Technology Services, including employee labor, contractors,
and other operating support of voice and information technology services,
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which currently include the following: solutions management, including
applications delivery and support; information management, including data
administration and security; operations management mainframe support; help desk;
desktop support; network support; consulting services, including business
technology management; mid- range operations, support for non-mainframe,
non-network systems; general management and administration;
(i) Communications Services, including general corporate communications;
governmental affairs; community relations; sponsorships & contributions; and
employee communications;
(j) Environmental and Safety Services, including oversight of environmental
concerns related to air, water, land and waste, as well as compliance with
relevant regulations; reporting and compliance with safety regulations, and
oversight of corporate safety awareness programs;
(k) Regulated Electric and Gas Delivery Services, including the following
electric and gas delivery services: delivery senior management; delivery
business planning including, asset management, business planning, financial
analysis, distribution planning, engineering standards, interconnection planning
and arrangements, transmission planning, and value added services; engineering
services including distribution, substation and transmission engineering, system
protection, drafting and construction management; system operations services
including senior management, finance director and administrative support,
electric and energy system operations, distribution operations, and operations
planning and analysis; electric maintenance services including non-regional
management and administrative support; forestry supervision; meter shop; other
delivery services including process improvement, training, safety, performance
analysis, benchmarking, and enabling systems;
(l) Energy Business Services, including energy senior management, financial
analysis and generation, as well as non-regulated operations and management;
merchant functions including marketing, portfolio management, risk management,
and strategic planning; and supply engineering and support including technical
support and project management; and
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(m) Internal Consulting Services, including consulting in areas such as the
alignment of people, processes and technologies with a goal of improving
productivity and reducing costs for a business line or shared service
department.
The services provided by CRP will be billed under the Revised CRP Service
Company Agreement. The system wide services provided by Pepco will also be
billed under the Revised CRP Service Company Agreement.
As noted above, Applicants intend to form a new system service company (or
further expand CRP's role to provide more centralized services, assuming CRP is
a direct subsidiary of New RC) following the transition period and request that
they be allowed to maintain their interim service company arrangements until the
later of January 1, 2003 or approval of new service company arrangements by the
Commission (the "transition period"). Applicants commit to file, within six
months of the consummation of the Transaction, a revised service agreement and
service company policy and procedures that address the final service company
arrangements to be proposed.
Applicants believe that their approach to service company arrangements
provides them with the appropriate degree of flexibility to integrate their
operations in a manner consistent with applicable laws and regulations./2/
Accordingly, the Applicants request authorization to implement their
transitional services proposal, as described herein.
Restriction on Amendments
During the transition period, no change in the organization of CRP, the
type and character of the companies to be serviced, the methods of allocating
costs to associate companies, or in the scope or character of the services to be
rendered subject to
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2 See New Century Energies (authorizing delay in implementation of services
company arrangements to accommodate the need to develop systems to
implement fully the desired accounting requirements or for other reasons).
See also First Energy Corp., GPU, Inc. et al., Holding Co. Act Release No.
27459 (Oct. 29, 2001); Emera Incorporated, Holding Co. Act Release No.
27445 (Oct. 1, 2001); Kansas City Power & Light Company, Holding Co. Act
Release No. 27436 (Sep. 7, 2001); KeySpan Corporation et al., Holding Co.
Act Release No. 27272 (Nov. 8, 2000); NiSource, Inc., Holding Co. Act
Release No. 27263 (Oct. 30, 2000); Exelon Corporation, Holding Co. Act
Release No. 27256 (Oct. 19, 2000); Energy East Corp. et al., Holding Co.
Act Release No. 27248 (Oct. 13, 2000); Dominion Resources, Inc., Holding
Co. Act Release No. 27113 (Dec. 15, 1999).
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Section 13 of the Act, or any rule, regulation or order thereunder shall be made
unless and until CRP shall first have given the Commission written notice of the
proposed change not less than 60 days prior to the proposed effectiveness of any
such change. If, upon the receipt of any such notice, the Commission shall
notify CRP within the 60-day period that a question exists as to whether the
proposed change is consistent with the provisions of Section 13 of the Act, or
of any rule, regulation or order thereunder, then the proposed change shall not
become effective unless and until CRP shall have filed with the Commission an
appropriate declaration regarding such proposed change and the Commission shall
have permitted such declaration to become effective.
Interaction with FERC Policy
All services provided by New RC system companies to other New RC system
companies will be in accordance with the requirements of Section 13 of the Act
and the rules promulgated thereunder. New RC is aware that questions concerning
the FERC's policy in this area are likely to arise with respect to affiliate
transactions with system companies that are public utilities under the Federal
Power Act. In connection with the FERC authorization, the applicants in that
matter represented that they would abide by FERC policy with respect to any
transaction between any member company of the New RC system and any of its
subsidiary or affiliated companies. The FERC intra-corporate transactions
policy, with respect to non-power goods and services, generally requires that
affiliates or associates of a public utility not sell non-power goods and
services to the public utility at a price above market; and sales of non-power
goods and services by a public utility to its affiliates or associates be at the
public utility's cost for such goods and services or market value for such goods
and services, whichever is higher.
The Applicants recognize that affiliate transactions among the member
companies of New RC will be subject of the jurisdiction of the Commission under
Section 13(b) of the Act and the rules and regulations thereunder. That section
generally requires that affiliate transactions involving system utilities be "at
cost, fairly and equitably allocated among such companies." See also Rule 90.
Nonetheless, New RC believes that, as a practical matter, there should not be
any irreconcilable inconsistency
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between the application of the Commission's "at cost" standard and the FERC's
policies with respect to intra-system transactions as applied to New RC.
On this basis, the Applicants believe that New RC will be able to comply
with the requirements of both the FERC and the "at cost" and fair and equitable
allocation of cost requirements of Section 13, including Rules 87, 90 and 91
thereunder, for all services, sales and construction contracts between associate
companies and with the holding company parent unless otherwise permitted by the
Commission by rule or order./3/
Other Services
The Applicants hereby request an exemption from the at-cost requirements of
rules 90 and 91 for services rendered by New RC nonutility subsidiaries to
certain other New RC nonutility subsidiaries, if one or more of the following
conditions apply:
(i) the purchasing nonutility subsidiary is a FUCO or an EWG that derives
no part of its income, directly or indirectly, from the generation and sale of
electric energy within the United States;
(ii) the purchasing nonutility subsidiary is an EWG that sells electricity
at market-based rates that have been approved by the FERC or the relevant state
public utility commission, provided that the purchaser is not one of New RC's
regulated public utility subsidiaries;
(iii) the purchasing nonutility subsidiary is a "qualifying facility"
("QF") under the Public Utility Regulatory Policies Act of 1978, as amended
("PURPA"), that sells electricity exclusively at rates negotiated at arm's
length to one or more industrial or commercial customers purchasing the
electricity for their own use and not for resale, or to a electric utility
company (other than one of New RC's regulated public utility subsidiaries) at
the purchaser's "avoided costs" as determined under the regulations under PURPA;
and
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3 Under circumstances of divergent cost and market prices such that both the
FERC and SEC pricing standards could not be reconciled if the transaction
was performed, Service Company will comply by refraining from performing
the affected service, sales or construction contract.
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(iv) the purchasing nonutility subsidiary is an EWG or QF that sells
electricity at rates based upon its cost of service, as approved by the FERC or
any state public utility commission having jurisdiction, provided that the
purchaser of the electricity is not one of New RC's regulated public utility
subsidiaries.
The nonutility subsidiaries described in clauses (i)-(iv) are referred to
collectively below as "Exempt Nonutility Companies." To the extent not exempt or
otherwise authorized, Applicants request an exemption from the at-cost
requirements of rules 90 and 91 for services rendered to Exempt Nonutility
Companies and to partially owned nonutility subsidiaries, provided that the
ultimate purchaser of the services is not a New RC subsidiary whose activities
and operations are primarily related to the provision of services or goods to
New RC's regulated public utility subsidiaries. In addition, Applicants request
that the exemption apply to services provided by nonutility subsidiaries to any
nonutility subsidiary (a) that is engaged solely in the business of developing,
owning, operating and/or providing services to Exempt Nonutility Companies, or
(b) that does not derive, directly or indirectly, any material part of its
income from sources within the United States and is not a public-utility company
operating within the United States.
The Commission has granted exemptions from the at-cost requirement
transactions that "involve special or unusual circumstances or are not in the
ordinary course of business."/4/ In addition, the Commission has previously
granted exemptions under section 13(b) in circumstances where a market rate
would not adversely affect consumers. Orders granting an exemption from the
at-cost requirement involve power projects that (1) do not derive their income
from sales of electricity within the United States, (2) sell electricity at
rates that have been approved by federal or state regulators, (3) sell
electricity to industrial or commercial customers at arms-length negotiated
rates, or (4) sell electricity, but not to associate companies that are retail
public-utility companies, at rates based upon cost of service and approved by
federal or state
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4 Section 13(b) further provides an exception for transactions with an
associate company that does not derive, directly or indirectly, any
material part of its income from sources within the United States and which
is not a public-utility company operating within the United States.
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regulators./5/ Applicants submit that this request for exemption is similar to
those that have been previously granted, where structural protections to protect
consumers against any adverse effect of pricing at market rates were in
place./6/
Pepco's indirect wholly owned subsidiaries W. A. Chester LLC and W. A.
Chester Corporation are in the business of installing and maintaining utility
cable systems. These companies currently provide services to Pepco at market
rates under contracts entered into before they became part of a registered
system and will continue to operate under these contracts for the existing term
of the contracts. Upon consummation of the Transaction, any new service
arrangements between these companies and Pepco will be priced at cost, as
required under Rules 90 and 91 of the Act.
In conjunction with its sale to Edison Place, LLC of the property on which
the new headquarters building was built, Pepco entered into a lease arrangement
with Edison Place, LLC pursuant to which Pepco rents office space in the new
headquarters building from Edison Place. This 15 year lease was entered into
before Pepco and Edison Place were part of a registered system and contains rent
arrangements that Pepco believes are more favorable to it than other available
options in the market. The rent arrangements were not determined in accordance
with the provisions of Rules 90 and 91 of the Act but were an integral part of
the property sale between Pepco and Edison Place. Pepco and Edison Place request
authorization to leave the existing lease in place until the expiration of its
term.
In its Application before the Commission relating to securitization bonds
to be issued by a subsidiary of ACE (File No. 70-9899), Conectiv has requested
an exception from the "at cost" standards for fees relating to the servicing of
such bonds. Any such authorization granted pursuant thereto shall continue
following consummation of the Transaction.
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5 See, e.g., Entergy Corp., Holding Co. Act Release No. 26322 (June 30,
1995); Southern Co., Holding Co. Act Release No. 26212 (Dec. 30, 1994);
Central and South West Corp., Holding Co. Act Release No. 26887 (June 19,
1998).
6 See Progress Energy, et al., Holding Co. Act Release No. 27297 (Dec. 12.
2000); Entergy Corporation, et al., Holding Co. Act Release No. 27039 (June
22, 1999)
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6. Nonutility Reorganizations
Applicants propose to restructure the nonutility subsidiaries from time to
time as may be necessary or appropriate in the furtherance of the New RC
authorized non-utility activities. To that end, New RC requests authorization to
acquire, directly or indirectly, the equity securities of one or more
intermediate subsidiaries ("Intermediate Subsidiaries") organized exclusively
for the purpose of acquiring, financing, and holding the securities of one or
more existing or future non-utility subsidiaries. Intermediate Subsidiaries may
also provide management, administrative, project development, and operating
services to such entities.
Reorganizations could involve the acquisition of one or more new
special-purpose subsidiaries to acquire and hold direct or indirect interests in
any or all of New RC's existing or future authorized non-utility businesses.
Restructuring could also involve the transfer of existing subsidiaries, or
portions of existing businesses, among the New RC associates and/or the
re-incorporation of existing subsidiaries in a different jurisdiction. This
would enable New RC to consolidate similar businesses and to participate
effectively in authorized non-utility activities, without the need to apply for
or receive additional Commission approval.
These direct or indirect subsidiaries might be corporations, partnerships,
limited liability companies or other entities in which New RC, directly or
indirectly, might have a 100% interest, a majority equity or debt position, or a
minority debt or equity position. These subsidiaries would engage only in
businesses to the extent New RC is authorized, whether by statute, rule,
regulation or order, to engage in those businesses. New RC does not seek
authorization to acquire an interest in any nonassociate company as part of the
authority requested in this application and states that the reorganization will
not result in the entry by New RC into a new, unauthorized line of business.
As previously noted, the first such reorganization is expected to occur
shortly after the consummation of the Transaction, when Pepco and New RC will
effect a transaction by which PCI and PES will become first tier subsidiaries of
New RC, and PHI will cease to exist.
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Item 6. Exhibits and Financial Statements
Exhibits
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A-1 Form of Amended and Restated Certificate of Incorporation of New RC,
Inc., incorporated by reference to Annex B to New RC, Inc.'s
Registration Statement in Exhibit B-2, hereto.
A-2 Form of Amended and Restated Bylaws of New RC, Inc., incorporated by
reference to Annex C to New RC, Inc.'s Registration Statement`s
Registration Statement in Exhibit B-2, hereto.
A-3 Charter of Pepco, incorporated by reference to Pepco's Annual Report on
Form 10-K, filed on March 27, 2000, SEC File No. 1-1072.
A-4 Bylaws of Potomac Electric Power Company, as amended through January
25, 2001, incorporated by reference to Pepco's 2000 Annual Report on
Form 10-K, filed on March 23, 2001, SEC File No. 1-1072.
A-5 Restated Certificate of Incorporation of Conectiv, incorporated by
reference to Conectiv's Current Report on Form 8-K, filed on March 6,
1998, SEC File No. 1-13895.
A-6 Conectiv's Bylaws as amended October 26, 1999, incorporated by
reference to Conectiv's 2000 Annual Report on Form 10-K filed on March
15, 2001, SEC File No. 1-13895.
B-1 Agreement and Plan of Merger, dated as of February 9, 2001 among
Potomac Electric Power Company, New RC, Inc. and Conectiv, incorporated
by reference to Annex A to New RC, Inc.'s Registration Statement in
Exhibit B-2, hereto.
B-2 New RC, Inc. Registration Statement on Form S-4, filed on May 30, 2001,
incorporated by reference to SEC File No. 333-57042.
C-1 Application to the Delaware Public Service Commission (previously
filed).
C-2 Application to the Maryland Public Service Commission (previously
filed).
C-3 Application to the New Jersey Board of Public Utilities (previously
filed).
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C-4 Application to the Pennsylvania Public Utility Commission (previously
filed).
C-5 Application to the Virginia State Corporation Commission (previously
filed).
C-6 Application to the District of Columbia Public Service Commission
(previously filed).
C-7 Order of the Delaware Public Service Commission (to be filed by
amendment).
C-8 Order of the Maryland Public Service Commission (to be filed by
amendment).
C-9 Order of the New Jersey Board of Public Utilities (to be filed by
amendment).
C-10 Order of the Pennsylvania Public Utility Commission.
C-11 Order of the Virginia State Corporation Commission.
C-12 Order of the District of Columbia Public Service Commission (to be
filed by amendment).
D-1 Map of Pepco's service territory (previously filed on Form SE).
D-2 Map of ACE and Delmarva's service territory (previously filed on
Form SE).
D-3 Map of PJM Interconnection Transmission Owners (previously filed on
Form SE).
E-1 Opinion of Counsel - Pepco (to be filed by amendment).
E-2 Opinion of Counsel - Conectiv (to be filed by amendment).
F-2 Past tense opinion of counsel - Pepco (to be filed by amendment).
F-3 Past tense opinion of counsel - Conectiv (to be filed by amendment).
G-1 Application to the Federal Energy Regulatory Commission (previously
filed).
G-2 Testimony of Joe D. Pace as filed with the Federal Energy Regulatory
Commission (previously filed).
G-3 Order of the Federal Energy Regulatory Commission.
H-1 Pepco's 2000 Annual Report on Form 10-K, filed on March 23, 2001,
incorporated by reference to SEC File No. 1-1072.
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H-2 Conectiv's 2000 Annual Report on Form 10-K filed on March 15, 2001,
incorporated by reference to SEC File No. 1-13895.
H-3 Pepco's Quarterly Report on Form 10-Q, filed on May 2, 2001,
incorporated by reference to SEC File No. 1-1072.
H-4 Pepco's Quarterly Report on Form 10-Q, filed on August 10, 2001,
incorporated by reference to SEC File No. 1-1072.
H-5 Pepco's Quarterly Report on Form 10-Q, filed on November 9, 2001,
incorporated by reference to SEC File No. 1-1072.
H-6 Conectiv's Quarterly Report on Form 10-Q, filed on May 10, 2001,
incorporated by reference to SEC File No. 1-13895.
H-7 Conectiv's Quarterly Report on Form 10-Q, filed on August 14, 2001,
incorporated by reference to SEC File No. 1-13895.
H-8 Conectiv's Quarterly Report on Form 10-Q, filed on November 8, 2001,
incorporated by reference to SEC File No. 1-13895.
I-1 Proposed Form of Notice (previously filed).
J-1 Revised CRP Service Agreement.
J-2 CRP Policy and Procedures (included in Exhibit J-1).
J-3 Form of Tax Allocation Agreement.
K-1 Description of Pepco and Conectiv Subsidiaries.
M-1 Post-Transaction Corporate Chart (filed on Form SE)
N-1 Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated (included
as Annex D to New RC's Registration Statement in Exhibit B-2, hereto).
N-2 Opinion of Credit Suisse First Boston Corporation (included as Annex E
to New RC's Registration Statement in Exhibit B-2, hereto).
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Financial Statements
FS-1 Pepco's Consolidated Balance Sheet as of December 31, 2000,
incorporated by reference to Pepco's Annual Report on Form 10-K, SEC
File No. 1-1072, filed on March 23, 2001.
FS-2 Pepco's Consolidated Statement of Earnings for the year ended December
31, 2000, incorporated by reference to Pepco's Annual Report on Form
10-K, SEC File No. 1-1072, filed on March 23, 2001.
FS-3 Pepco's Consolidated Statements of Shareholders' Equity and
Comprehensive Income for the year ended December 31, 2000, incorporated
by reference to Pepco's Annual Report on Form 10-K, SEC File No.
1-1072, filed on March 23, 2001.
FS-4 Pepco's Consolidated Statement of Cash Flows for the year ended
December 31, 2000, incorporated by reference to Pepco's Annual Report
on Form 10-K, SEC File No. 1-1072, filed on March 23, 2001.
FS-5 Notes to Consolidated Financial Statements, incorporated by reference
to Pepco's Annual Report on Form 10-K, SEC File No. 1-1072, filed on
March 23, 2001.
FS-6 Conectiv's Consolidated Statement of Income for the year ended December
31, 2000, incorporated by reference to Conectiv's 2000 Annual Report on
Form 10-K filed on March 15, 2001, SEC File No. 1-13895.
FS-7 Conectiv's Consolidated Statement of Cash Flows for the year ended
December 31, 2000, incorporated by reference to Conectiv's 2000 Annual
Report on Form 10-K filed on March 15, 2001, SEC File No. 1-13895.
FS-8 Conectiv's Consolidated Balance Sheets as of December 31, 2000,
incorporated by reference to Conectiv's 2000 Annual Report on Form 10-K
filed on March 15, 2001, SEC File No. 1-13895.
FS-9 Conectiv's Consolidated Statement of Changes in Common Stockholders'
Equity for the year ended December 31, 2000, incorporated by reference
to Conectiv's 2000 Annual Report on Form 10-K filed on March 15, 2001,
SEC File No. 1-13895.
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FS-10 Notes to Consolidated Financial Statements, Conectiv's 2000 Annual
Report on Form 10-K filed on March 15, 2001, incorporated by reference
to SEC File No. 1-13895.
FS-11 New RC Unaudited Pro Forma Combined Statement of Earnings for the three
months ending March 31, 2001, incorporated by reference to New RC, Inc.
Registration Statement in Exhibit B-2, hereto.
FS-12 New RC Unaudited Pro Forma Combined Statement of Earnings for the year
ended December 31, 2000, incorporated by reference to New RC, Inc.'s
Registration Statement in Exhibit B-2.
FS-14 New RC Unaudited Pro Forma Combined Balance Sheet as of March 31, 2001,
incorporated by reference to New RC, Inc.'s Registration Statement in
Exhibit B-2, hereto.
FS-15 Notes to Unaudited Pro Forma Combined Financial Statements of New RC,
incorporated by reference to New RC, Inc.'s Registration Statement in
Exhibit B-2.
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SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, Applicants have duly caused this pre-effective Amendment to an
Application-Declaration to be signed on their behalf by the undersigned
thereunto duly authorized.
Date: January 9, 2002
NEW RC, INC.
By: /s/ Dennis R. Wraase
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Name: Dennis R. Wraase
Title: President and Treasurer
CONECTIV
By: /s/ Peter F. Clark
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Name: Peter F. Clark
Title: Vice President, General
Counsel & Secretary