UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 16, 2018Date of Report (Date of earliest event reported)
CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 21, 2019Date of Report (Date of earliest event reported)
	CommissionFile Number	Exact Name of Registrant as Specified in Its Charter; State of Incorporation;Address of Principal Executive Offices; andTelephone Number	IRS Employer Identification Number
	001-03559	ATLANTIC CITY ELECTRIC COMPANY		21-0398280
		(a New Jersey corporation)500 North Wakefield DriveNewark, Delaware 19702(202) 872-2000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether ~~any of~~ the ~~registrants~~registrant ~~are~~is an emerging growth ~~companies~~company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).



Emerging growth company	☐

If an emerging growth company, indicate by check mark if ~~any of~~ the ~~registrants~~registrant ~~have~~has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Not applicable	Not applicable	Not applicable

Section 1 - Registrant’s Business and Operations

Item 1.01. Entry into a Material Definitive Agreement.

On ~~October 16~~May 21, ~~2018~~2019, Atlantic City Electric Company (ACE) issued $~~350~~150 million aggregate principal amount of its ~~First~~first ~~Mortgage~~mortgage ~~Bonds, 4~~bonds.~~000% Series due October 15, 2028.~~ See Item 2.03 below for a description of the ~~bonds~~Bonds and related agreements.

Section 2 - Financial Information

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On ~~October 16~~May 21, ~~2018~~2019, ACE ~~issued~~entered ~~$350~~into ~~million~~the ~~aggregate~~Purchase ~~principal~~Agreement ~~amount~~with ofcertain ~~its~~institutional ~~First~~investors ~~Mortgage~~for ~~Bonds,~~the ~~4.000%~~offer ~~Series due October 15, 2028. The bonds were issued pursuant to ACE's Mortgage~~ and ~~Deed~~sale of ~~Trust~~$100, ~~dated January 15~~000,000 ~~1937,~~in ~~between~~aggregate ~~ACE~~principal ~~and~~amount ~~The Bank~~ of ~~New~~its ~~York~~First ~~Mellon~~Mortgage Bonds, as3.50% ~~amended~~Series ~~and~~due ~~supplemented~~May ~~from time to time~~21, ~~including~~2029 ~~pursuant to that certain Indenture Supplemental to Mortgage~~ and ~~Deed of Trust~~$50, ~~dated as of October 9~~000,000 ~~2018~~in ~~(the~~aggregate ~~Supplemental~~principal ~~Indenture),~~amount ~~relating to the issuance~~ of ~~the~~its ~~bonds~~First ~~(as~~Mortgage ~~so amended and supplemented~~Bonds, ~~the Mortgage)~~4. ~~Subject~~14% toSeries ~~the~~due ~~exceptions~~May ~~and limitations contained in the Mortgage~~21, ~~the~~2049 ~~bonds are secured, together with all bonds now or hereafter issued, under the Mortgage, by a first lien~~ (~~subject to~~ the ~~conditions and limitations in the instruments through which ACE claims title to its properties, and to excepted encumbrances under the Mortgage~~“Bonds”) ~~on substantially all of ACE’s real and personal properties and franchises~~. AThe ~~copy~~form of the ~~Supplemental~~Purchase ~~Indenture~~Agreement is filed herewith as Exhibit 41.1 ~~and is incorporated herein by reference~~. The ~~bonds~~forms ~~were~~of ~~registered under~~ the ~~Securities~~Bonds ~~Act~~are offiled ~~1933,~~herewith as ~~amended,~~Exhibits ~~pursuant~~4.1 toand ~~a shelf registration statement on Form S-3 (Registration No~~4. ~~333-213383-07)~~2.

The ~~net~~Bonds ~~proceeds~~were ~~from~~offered and were sold in reliance on the ~~sale~~exemption from registration provided by Section 4(a)(2) of the ~~bonds~~Securities ~~will~~Act beof ~~used~~1933, toas ~~refinance~~amended. atThe ~~maturity~~closing ~~$250~~of ~~million~~the ~~aggregate~~sale ~~principal~~of ~~amount~~the ofBonds ~~ACE’s~~occurred 7on May 21, 2019.~~75%~~ ~~first~~ACE ~~mortgage~~intends ~~bonds~~to ~~due~~apply ~~November~~the ~~15,~~proceeds ~~2018,~~of ~~short-term~~the ~~borrowings~~sale of the Bonds to repay existing indebtedness and for general corporate purposes.

The ~~bonds~~Bonds ~~carry~~will anbe ~~interest~~issued ~~rate~~under and in accordance with the Mortgage and Deed of ~~4.000%~~Trust, ~~per~~dated ~~annum~~as of January 15, ~~which~~1937, isfrom ~~payable~~the ~~semi-annually~~Company onto ~~April~~The 15Bank of New York Mellon (formerly Irving Trust Company), as trustee (the Mortgage Trustee), as amended and ~~October~~supplemented 15by various instruments including that certain Indenture Supplemental to the Mortgage and Deed of Trust, ~~commencing~~dated onas ~~April~~of 15May 2, 2019 (the Supplemental Indenture), establishing the terms of the Bonds (the Mortgage). ~~The~~Subject to the exceptions and limitations contained in the Mortgage, the Bonds will be secured, together with all bonds ~~are~~now ~~redeemable~~or athereafter ~~any~~issued, ~~time~~under atthe ~~ACE~~Mortgage, by a first lien (subject to the conditions and limitations in the instruments through which the Company claims title to its properties, and to excepted encumbrances under the Mortgage) on substantially all of the Company’s ~~option~~real asand ~~provided~~personal inproperties and franchises. A copy of the Supplemental Indenture is filed herewith as Exhibit 4.3.

InMizuho ~~connection~~Securities ~~with~~USA ~~the~~LLC ~~issuance~~and ofScotia ~~the~~Capital ~~bonds,~~(USA) ~~Ballard~~Inc. ~~Spahr~~acted ~~LLP~~as ~~provided~~joint ~~ACE~~lead placement agents in connection with the ~~legal~~proposed ~~opinions~~issuance, ~~attached~~offering toand ~~this~~sale ~~report~~by asthe ~~Exhibit~~Company ~~5.1~~of ~~and~~the ~~Exhibit 8~~Bonds.1.

A copy of the Underwriting Agreement dated October 9, 2018 among ACE, Goldman Sachs & Co. LLC, Mizuho Securities USA LLC, and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein is filed as Exhibit 1.1 to this report.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed herewith ~~and are exhibits to the Registration Statement on Form S-3, Registration No. 333-213383-07, as noted below~~:

Exhibit No.	Description
1.1	~~Underwriting~~Bond Purchase Agreement, dated ~~October~~May 921, ~~2018~~2019, among ~~ACE,~~the ~~Goldman~~Company ~~Sachs & Co. LLC, Mizuho Securities USA LLC~~ and ~~Wells Fargo Securities, LLC, as representatives of~~ the ~~several~~purchasers ~~underwriters~~signatory ~~named therein~~thereto.
4.1	~~Indenture~~Form ~~Supplemental~~of toFirst Mortgage ~~and~~Bond, ~~Deed~~3.50% ofSeries ~~Trust,~~due ~~dated~~May as21, of2029 ~~October~~(included 9,in ~~2018~~Exhibit 4.3)
5.1	Opinion of Ballard Spahr LLP
4.2	Form of First Mortgage Bond, 4.14% Series due May 21, 2049 (included in Exhibit 4.3)
8.1	Opinion of Ballard Spahr LLP
4.3	Indenture Supplemental to Mortgage and Deed of Trust, dated as of May 2, 2019
12.1	Statement regarding computation of the ratio of earnings to fixed charges for the six months ended June 30, 2018

* * * * *

This Current Report ~~includes~~contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. The factors that could cause actual results to differ materially from ~~these~~the forward-looking statements made by ACE include those discussed herein as well as ~~those~~the items discussed in (1) ACE'’s ~~2017~~2018 Annual Report on Form 10-K in (a) ITEM 1A. Risk Factors, (b) ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (c) ITEM 8. Financial Statements and Supplementary Data: Note ~~23, Commitments and Contingencies~~22; (2) ACE'’s ~~Second~~First Quarter ~~2018~~2019 Quarterly ~~Report~~Reports on Form 10-Q in (a) Part II, Other Information, ITEM 1A. Risk Factors; (b) Part 1, Financial Information, ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations~~Operation and (c) Part I, Financial Information, ITEM 1. Financial Statements: Note 17~~, Commitments and Contingencies~~; and (3) other factors discussed in filings with the ~~SEC~~Securities and Exchange Commission by ACE. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this Current Report. ACE ~~does~~undertakes ~~not~~no ~~undertake any~~ obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this Current Report.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~each~~the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



	ATLANTIC CITY ELECTRIC COMPANY

	/s/ PHILLIP S. BARNETT
	Phillip S. Barnett
	Senior Vice President, Chief Financial Officer and Treasurer
	Atlantic City Electric Company

~~October 16~~May 21, ~~2018~~ 2019

EXHIBIT INDEX

Exhibit No.	Description
1.1	~~Underwriting~~Bond Purchase Agreement, dated ~~October~~May 921, ~~2018~~2019, among ~~ACE,~~the ~~Goldman~~Company ~~Sachs & Co. LLC, Mizuho Securities USA LLC~~ and ~~Wells Fargo Securities, LLC, as representatives of~~ the ~~several~~purchasers ~~underwriters~~signatory ~~named therein~~thereto.
4.1	~~Indenture~~Form ~~Supplemental~~of toFirst Mortgage ~~and~~Bond, ~~Deed~~3.50% ofSeries ~~Trust,~~due ~~dated~~May as21, of2029 ~~October~~(included 9,in ~~2018~~Exhibit 4.3)
5.1	Opinion of Ballard Spahr LLP
4.2	Form of First Mortgage Bond, 4.14% Series due May 21, 2049 (included in Exhibit 4.3)
8.1	Opinion of Ballard Spahr LLP
4.3	Indenture Supplemental to Mortgage and Deed of Trust, dated as of May 2, 2019
12.1	Statement regarding computation of the ratio of earnings to fixed charges for the six months ended June 30, 2018

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