<PAGE>
UNITED STATES
SECURITES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-9C-3
QUARTERLY REPORT PURSUANT TO RULE 58
For the quarter ended March 31, 1999
ALLEGHENY ENERGY, INC.
(Name of registered holding company)
10435 Downsville Pike, Hagerstown, Maryland 21740-1766
(Address of principal executive offices)
Inquiries concerning this Form U-9C-3 should be directed to:
Thomas J. Kloc
Allegheny Energy, Inc.
10435 Downsville Pike
Hagerstown, MD 21740-1766
(301) 665-2711
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ITEM 1 - ORGANIZATION CHART
<TABLE>
<CAPTION>
Name Energy Date of State Percentage
of Reporting gas-related Organization Of of Voting
Company Company Organization Securities Held
<S> <C> <C> <C> <C>
Allegheny Energy, Inc. (1)
AYP Capital, Inc. (2)
Allegheny Energy (3) July 23, 1997 Delaware 100
Solutions, Inc.
</TABLE>
Nature of Business:
(1) Allegheny Energy, Inc. holds
directly all of the outstanding
securities in AYP Capital, Inc.
(2) AYP Capital, Inc. holds directly
all of the outstanding securities in
Allegheny Energy Solutions, Inc.
(3) Allegheny Energy Solutions, Inc.
marketed electric power generation
within the scope of the Pennsylvania
retail customer choice pilot program.
Allegheny Energy Solutions, Inc. also
offered products and services,
complementing energy sales, to meet the
needs of both business and residential
customers. Allegheny Energy Solutions,
Inc. ceased operations as an
electric generation supplier and
discontinued supplying generation
services upon January 1999 customer
meter reading dates.
NOTE: Allegheny Energy Solutions, Inc. (Solutions)
and Duquesne Energy Partners, Inc. (DEP)
signed an Operating Agreement on November 18,
1997 to form a limited liability corporation,
Allegheny Energy Solutions, LLC (LLC). LLC was
incorporated in 1998. Solutions and DEP each
hold a 50% interest in LLC. At the time LLC
was formed, it was anticipated that LLC would
market power under the Pennsylvania retail
customers choice pilot program and provide
other complementary energy services. An
application was made to the Pennsylvania
Public Utility Commission to transfer
Solutions' license to market power under the
Pennsylvania retail customer choice pilot
program to LLC. However, an order was never
issued.
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ITEM 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS
Company Company Amount
Contributing Receiving Of Capital
Capital Capital Contribution
<TABLE>
<CAPTION>
<S> <C> <C> <C>
AYP Capital, Inc. Allegheny Energy Solutions, Inc. $ 1,000 100 Shares of Common Stock
AYP Capital, Inc. Allegheny Energy Solutions, Inc. $ 3,242,620 Capital Contributions
</TABLE>
ITEM 3 - ASSOCIATE TRANSACTIONS
Part I - Transactions performed by reporting companies on behalf of
associate companies
Reporting Associate
Company Company Types of Direct Indirect Cost Total
Rendering Receiving Services Costs Costs Of Amount
Services Services Rendered Charged Charged Capital Billed
No services have been provided by the reporting
company to associate companies to date.
Part II - Transactions performed by associate companies on
behalf of reporting companies
Associate Reporting
Company Company Types of Direct Indirect Cost Total
Rendering Receiving Services Costs Costs Of Amount
Services Services Rendered Charged Charged Capital Billed
Allegheny Allegheny Technical $209,065 $48,183 - $257,248
Power Energy support;
Service Solutions, planning &
Corporation Inc. implementation
of financial
programs;
counsel on
corporate,
legal and
regulatory
matters;
general and
administrative
services
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ITEM 4 - SUMMARY OF AGGREGATE INVESTMENT
Investments in energy-related
companies:
Total consolidated March $4,406,201,000 line 1
capitalization as of 31, 1999
Total capitalization multiplied by 15%
(line 1 multiplied by 0.15) $ 660,930,150 line 2
Greater of $50 million or line 2 $ 660,930,150 line 3
Total current aggregate investment:
(categorized by major line of
energy-related business)
Allegheny Energy Solutions, Inc. $ (212,602)
Total current aggregate
investment $(212,602) line 4
Difference between the greater of $50 million or
15% of capitalization and the total
aggregate investment of the registered holding
company system
(line 3 less line 4) $661,142,752 line 5
Investments in gas-related companies:
None
ITEM 5 - OTHER INVESTMENTS
Major Line Other Other
of Energy- Investment Investment Reason for Difference
Related in Last in This in Other Investment
Business U-9C-3 Report U-9C-3 Report
None
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ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS
Allegheny Energy Solutions, Inc. Statement of Income
for the Quarter and Year-to-date ended March 31, 1999.
Allegheny Energy Solutions, Inc. Balance Sheet as of
March 31, 1999.
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Signature
Pursuant to the requirements of the Public Utilities
Holding Company Act of 1935, Allegheny Energy, Inc. has duly
caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ALLEGHENY ENERGY, INC.
/s/ Thomas J. Kloc
Thomas J. Kloc
(Chief Accounting Officer)
May 27, 1999
<PAGE>
ALLEGHENY ENERGY SOLUTIONS, INC.
STATEMENT OF INCOME
FOR THE PERIOD ENDED MARCH 31, 1999
Three Months Ended
March 31, 1999
OPERATING REVENUES:
Residential $3,013,135
Commercial (81,388)
Industrial (1,480,199)
Wholesale and Other 3
Total Operating Revenues 1,451,551
OPERATING EXPENSES:
Power costs:
Purchased Power 1,349,914
Customer Accounting & Services 198,931
Administrative & General 171,154
Total Operation & Maintenance 1,720,000
Depreciation 0
Taxes other than income taxes 64,590
Federal and state income taxes (69,401)
Total Operating Expenses 1,715,189
Operating Income (263,638)
Other Income, Net 8,010
Interest Charges 19,299
Net Income ($274,928)
Unaudited
<PAGE>
ALLEGHENY ENERGY SOLUTIONS, INC.
BALANCE SHEET
As of March 31, 1999
Assets
Property, Plant and Equipment:
At Original Cost $25,261
Current assets:
Cash 163,918
Accounts Receivable:
Electric Service 24,990
Other 2,196,234
Allowance for Uncollectibles (44,612)
Accounts Receivable - Affiliates 293
Prepaid Taxes 263,592
2,604,414
Deferred charges:
Other 29,859
Total Assets $2,634,273
Capitalization and Liabilities
Capitalization:
Common stock $1,000
Other paid-in capital 3,242,620
Retained earnings (3,456,222)
(212,602)
Current liabilities:
Short - Term Debt 2,100,000
Accounts payable - Affiliated 213,666
Accounts payable - Other 1,195
Taxes accrued:
Other 148,955
Other 63,311
2,527,126
Deferred credit and liabilities
Other 345,011
Total Capitalization and Liabilities $2,659,534
Unaudited
