SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): August 2, 1994
WEST PENN POWER COMPANY
(Exact name of registrant as specified in its charter)
Pennsylvania 1-255-2 13-5480882
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
800 Cabin Hill Drive
Greensburg, Pennsylvania 15601
(Address of principal executive offices)
Registrant's telephone number,
including area code: (412) 837-3000
<PAGE>
Item 5. Other Events.
The Exhibits to this Report listed in Item 7 below relate to the
Registration Statements on Form S-3, Nos. 33-56260 and 33-51303.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
4(a) Form of New Bonds, Series LL, 8-1/8% (contained in form of Board
Resolutions filed herewith as Exhibit 4(d)).
4(c) Supplemental Indenture, dated as of August 1, 1994, Supplemental
to First Mortgage, dated March 1, 1916, between the Registrant and
The Chase Manhattan Bank (National Association), Trustee.
4(d) Form of Board Resolutions with respect to the New Bonds, Series
LL, 8-1/8%.
12(a) Statement re computation of ratios.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned thereunto duly authorized.
WEST PENN POWER COMPANY
Dated: August 2, 1994 By: KENNETH D. MOWL
Name: Kenneth D. Mowl
Title: Secretary and Treasurer
<PAGE>
EXHIBIT INDEX
Item No. 1 4(a) Form of New Bonds, Series LL, 8-1/8% (contained
in form of Board Resolutions filed herewith as
Exhibit 4(d)).
Item No. 2 4(c) Supplemental Indenture, dated as of August 1,
1994, Supplemental to First Mortgage, dated
March 1, 1916, between the Registrant and The
Chase Manhattan Bank (National Association),
Trustee.
Item No. 3 4(d) Form of Board Resolutions with respect to the
New Bonds, Series LL, 8-1/8%.
Item No. 4 12(a) Statement re computation of ratios.
Exhibit 4(c)
WEST PENN POWER COMPANY
TO
THE CHASE MANHATTAN BANK
(National Association),
as Trustee
_____________
Supplemental Indenture
Dated as of August 1, 1994
First Mortgage Bonds, Series LL, 8-1/8%
_____________
Supplemental to First Mortgage
Dated March 1, 1916
<PAGE>
SUPPLEMENTAL INDENTURE, dated as of August 1, 1994, between WEST
PENN POWER COMPANY, a corporation organized and existing under the laws
of the Commonwealth of Pennsylvania (hereinafter called the "Company"),
having its principal office at 800 Cabin Hill Drive, Greensburg,
Westmoreland County, Pennsylvania, party of the first part, and THE
CHASE MANHATTAN BANK (National Association), a national banking
association existing under the laws of the United States of America,
as Trustee under the First Mortgage hereinafter mentioned (hereinafter
called the "Trustee"), having its principal corporate trust office at
4 Chase MetroTech Center, Brooklyn, New York, New York 11245, party of
the second part.
The Company has heretofore executed and delivered its First
Mortgage, dated March 1, 1916, to The Equitable Trust Company of New
York, as Trustee, to secure an issue of First Mortgage Bonds of the
Company, issuable in series and said First Mortgage has been
supplemented by indentures supplemental thereto, including the
Supplemental Indentures dated as of March 1, 1940, May 1, 1944, March
1, 1948, March 1, 1949, October 1, 1949, April 1, 1952, April 1, 1954,
July 1, 1957, March 1, 1962, December 1, 1965, July 1, 1980, June 1,
1989, February 1, 1991, December 1, 1991, August 1, 1992, September 1,
1992, June 1, 1993 and June 1, 1993 (said First Mortgage as so
supplemented being hereinafter called the "Original Indenture").
The Chase National Bank of the City of New York was the successor
by consolidation to The Equitable Trust Company of New York and the
Trustee is successor by merger to The Chase National Bank of the City
of New York and as such has become and now is the Trustee under the
Original Indenture.
In accordance with the terms and provisions of the Original
Indenture there have been issued and are now outstanding thereunder
$589,000,000 principal amount of First Mortgage Bonds consisting of:
Principal Amount Series Maturing
$ 27,000,000 Series U, 4-7/8% Dec. 1, 1995
30,000,000 Series EE, 9% June 1, 2019
100,000,000 Series FF, 8-7/8% Feb. 1, 2021
70,000,000 Series GG, 7-7/8% Dec. 1, 2004
45,000,000 Series HH, 7-3/8% Aug. 1, 2007
135,000,000 Series II, 7-7/8% Sept. 1, 2022
102,000,000 Series JJ, 5-1/2% June 1, 1998
80,000,000 Series KK, 6-3/8% June 1, 2003
The Company proposes to issue and sell for cash $65,000,000
principal amount of a new series of First Mortgage Bonds, to mature
August 1, 2024, to bear interest from August 1, 1994, at the rate of
8-1/8% per annum, to be designated as First Mortgage Bonds Series LL,
8-1/8% (hereinafter sometimes called the "Bonds of Series LL"), to be
issued only in fully registered form, and to be issued under Sections
3 or 8 of Article I of the Original Indenture, and the Company has duly
authorized such issue and sale.
The Company, pursuant to resolutions of its Board of Directors,
has duly resolved and determined to execute this Supplemental Indenture
for the purpose of entering into certain covenants in addition to the
<PAGE>
covenants contained in the Original Indenture, such additional
covenants to remain in force and effect as long, but only as long, as
any of said Bonds of Series LL remain outstanding under the Original
Indenture.
All conditions and requirements necessary to make this
Supplemental Indenture a valid and legally binding instrument have been
done, performed and fulfilled and the execution and delivery hereof
have been in all respects duly authorized.
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
That West Penn Power Company, for itself and its successors, in
consideration of the premises and of One Dollar, to it duly paid by the
Trustee at or before the ensealing and delivery of these presents, the
receipt whereof is hereby acknowledged, and of other good and valuable
consideration, hereby covenants and agrees to and with the Trustee and
its successors in the trust under the Original Indenture, as follows:
PART I
ADDITIONAL ARTICLE
The Original Indenture is hereby supplemented as provided in
this Part I by adding thereto the following new article, to be added
after Article II AA of the Original Indenture:
ARTICLE II BB
The term Original Indenture as used in this Article means the
First Mortgage of the Company, dated March 1, 1916, as supplemented
prior to the date of this Supplemental Indenture by indentures
supplemental thereto, including the Supplemental Indentures dated as
of March 1, 1940, May 1, 1944, March 1, 1948, March 1, 1949, October
1, 1949, April 1, 1952, April 1, 1954, July 1, 1957, March 1, 1962,
December 1, 1965, July 1, 1980, June 1, 1989, February 1, 1991,
December 1, 1991, August 1, 1992, September 1, 1992, June 1, 1993 and
June 1, 1993. Unless otherwise indicated, all references in this
Article to Articles and Sections are to Articles and Sections of the
Original Indenture.
The Company hereby covenants, as long, but only as long, as any
of the First Mortgage Bonds, Series LL, 8-1/8% of the Company remain
outstanding, as follows:
SECTION 1. Whether or not the Bonds of Series U, EE, FF, GG,
HH, II, JJ, and KK issued under the Original Indenture remain
outstanding, the covenants contained in Section 1 of Article II B,
Section 6 of Article II E, Sections 4, 5 and 6 of Article II F and
Section 6 of Article II G shall remain in full force and effect.
SECTION 2. No permanent improvements, extensions or additions
to or about the plants or property of the Company made prior to
December 1, 1948 in excess of an aggregate of $3,600,000 of such
permanent improvements, extensions or additions, calculated on the
basis of the actual cash cost or fair value to the Company, whichever
<PAGE>
is less, shall be used as the basis for the issuance of bonds or the
withdrawal of cash under any provisions of the Original Indenture or
as a credit against the Renewal and Replacement Fund provided for in
Section 4 of Article IIG (the "Renewal and Replacement Fund"). In
connection with any request to the Trustee for any such authentication
and delivery of bonds or such withdrawal of cash or in connection with
any such taking by the Company of any such credit, the Company shall
furnish to the Trustee a certificate signed by the President or a Vice
President of the Company containing an appropriate statement evidencing
compliance with the provisions of this Section. Such certificate shall
comply with the requirements of Section 5 of Article V A. In lieu of
furnishing such a separate certificate, such statement may be included
in another certificate then being furnished to the Trustee, signed by
the President or a Vice President of the Company and complying with the
requirements of Section 5 of Article V A.
SECTION 3. The Company hereby agrees that redemptions of Bonds
of Series LL during any 12-month period beginning May 1 pursuant to
Article V of the Original Indenture may not exceed the greater of (a)
1% of the aggregate principal amount ($650,000) of the Bonds of Series
LL originally issued or (b) the lowest percentage so redeemed (zero,
if none are redeemed) of any other series of bonds then redeemable
during such 12-month period relative to the respective aggregate
principal amount of bonds of such other series originally issued.
PART II
Whether or not any Bonds of Series S issued under the Original
Indenture are outstanding, the amendment of Section 8 of Article I of
the Original Indenture as set forth in Part II of the aforesaid
Supplemental Indenture dated as of March 1, 1962 shall remain in full
force and effect as long as any of the Bonds of Series LL are
outstanding.
PART III
MISCELLANEOUS
The Company, and the holders of Bonds of Series LL, by their
acceptance and holding thereof, hereby consent and agree that (i) the
Company may redeem Bonds of Series LL or any other Series on an
interest payment day or any other day, (ii) interest on Bonds of Series
LL or any other Series may be paid to persons in whose names such bonds
are registered on such record date or dates, and in accordance with
such implementing provisions and with such exceptions thereto, as may
be established by the Board of Directors of the Company in creating the
bonds of such Series, (iii) the Bonds of Series LL and of any other
Series may be executed on behalf of the Company, and its corporate seal
may be attested, by the use of facsimile signatures, and (iv) in
computing "net earnings of the Company applicable to the payment of
interest" under Sections 3 and 8 of Article I, no deduction shall be
made for any income, excess profits or other taxes measured by or
dependent on income.
The recitals contained herein and in the Bonds of Series LL
shall be taken as the statements of the Company, and the Trustee
assumes no responsibility for the correctness thereof. The Trustee
<PAGE>
makes no representation as to the validity of this Supplemental
Indenture. All of the provisions of the Original Indenture in respect
of the rights, privileges, immunities, powers and duties of the Trustee
shall be applicable to this Supplemental Indenture as fully and with
like effect as if set forth herein in full.
The Company hereby confirms, mortgages and conveys to the
Trustee as security for all bonds heretofore or hereafter issued
hereunder all real estate and other property heretofore mortgaged or
conveyed to the Trustee by the Original Indenture, except insofar as
the property covered thereby may have been or may be released pursuant
to the provisions thereof.
This Supplemental Indenture may be simultaneously executed in
any number of counterparts, each of which shall be an original and all
of which shall together constitute one and the same instrument.
West Penn Power Company does hereby constitute and appoint
Stanley I. Garnett, II, Esq., and Nancy H. Gormley, Esq., and each of
them, to be its attorney for it, and in its name, and as and for its
corporate act and deed to acknowledge this Supplemental Indenture
before any person having authority by the laws of the Commonwealth of
Pennsylvania to take such acknowledgment, to the intent that the same
may be duly recorded.
The Chase Manhattan Bank (National Association) does hereby
constitute and appoint C. J. Heinzelmann to be its attorney for it, and
in its name, and as and for its corporate act and deed to acknowledge
this Supplemental Indenture before any person having authority by the
laws of the Commonwealth of Pennsylvania to take such acknowledgment,
to the intent that the same may be duly recorded.
<PAGE>
IN WITNESS WHEREOF, WEST PENN POWER COMPANY has caused these
presents to be signed in its corporate name by its Chief Executive
Officer, its President or one of its Vice Presidents and sealed with
its corporate seal, attested by its Secretary or one of its Assistant
Secretaries; and THE CHASE MANHATTAN BANK (National Association) has
caused these presents to be signed in its corporate name by one of its
Vice Presidents and sealed with its corporate seal, attested by one of
its Assistant Secretaries, all as of the day and year first above
written.
[CORPORATE SEAL] WEST PENN POWER COMPANY
Attest: By ../s/ Klaus Bergman...
../s/ Nancy H. Gormley... Chief Executive Officer
Assistant Secretary
Signed, sealed and delivered by
West Penn Power Company in the
presence of:
../s/ Jutta Feuerstein...
../s/ Vilma Howard.......
[CORPORATE SEAL] THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
Attest: By /s/..C. J. Heinzelmann...
Vice President
../s/ Brookes Von Arx, Jr. ....
Assistant Secretary
Signed, sealed and delivered by
The Chase Manhattan Bank (National Association)
in the presence of:
../s/ Elsie Tassini.............
../s/William G. Keenan..........
<PAGE>
STATE OF NEW YORK
COUNTY OF NEW YORK ss.:
I HEREBY CERTIFY that on this 28th day of July, 1994, before me,
the subscriber, a Notary Public in and for the State and County
aforesaid, personally appeared Nancy H. Gormley, the attorney for WEST
PENN POWER COMPANY and one of the attorneys named in the foregoing
Supplemental Indenture, and by virtue and in pursuance of the authority
therein conferred upon him/her acknowledged the said Supplemental
Indenture to be the act and deed of said West Penn Power Company.
I FURTHER CERTIFY that I am not a stockholder, director or
official of the said corporation.
WITNESS my hand and notarial seal the day and year aforesaid.
../s/..Maria M. Teusaba...
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF NEW YORK
COUNTY OF KINGS ss.:
I HEREBY CERTIFY that on this 29th day of July, 1994, before me,
the subscriber, a Notary Public in and for the State and County
aforesaid, personally appeared C. J. Heinzelmann, the attorney for THE
CHASE MANHATTAN BANK (National Association) and the attorney named in
the foregoing Supplemental Indenture, and by virtue and in pursuance
of the authority therein conferred upon him/her acknowledged the said
Supplemental Indenture to be the act and deed of said The Chase
Manhattan Bank (National Association).
I FURTHER CERTIFY that I am not a stockholder, director or
official of the said corporation.
WITNESS my hand and notarial seal the day and year aforesaid.
../s/ Della K. Benjamin...
Notary Public
[NOTARIAL SEAL]
<PAGE>
CERTIFICATE OF RESIDENCE
The Chase Manhattan Bank (National Association), mortgagee and
Trustee within named, HEREBY CERTIFIES that its official name and its
address are: The Chase Manhattan Bank (National Association), 4 Chase
MetroTech Center, Brooklyn, NY 11245.
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
By ../s/ C. J. Heinzelmann...
Vice President
STATE OF NEW YORK )
COUNTY OF NEW YORK) ss.:
I, Eileen Beck, a Notary Public in and for the State and County
of New York, do certify that Klaus Bergman who signed the writing
above, bearing date the 1st day of August, 1994, for West Penn Power
Company, has this day in my said County before me acknowledged the said
writing to be the act and deed of said corporation.
GIVEN under my hand and official seal this 28th day of July,
1994.
../s/ Eileen M. Beck...
Notary Public
[NOTARIAL SEAL]
<PAGE>
STATE OF NEW YORK)
COUNTY OF KINGS ) ss.:
I Della K. Benjamin, Notary Public in and for the State and
County of New York, do certify that C. J. Heinzelmann who signed the
writing above, bearing date the 1st day of August, 1994, for The Chase
Manhattan Bank (National Association), has this day in my said County
before me acknowledged the said writing to be the act and deed of said
corporation.
GIVEN under my hand and official seal this 29th day of July,
1994.
../s/ Della K. Benjamin...
Notary Public
[NOTARlAL SEAL]
Exhibit 4(d)
WEST PENN POWER COMPANY
Excerpt from Minutes of Meeting
of the Board of Directors held on
February 3, 1994
The Chairman reported that the requisite regulatory approvals
had been obtained for the issuance of all first mortgage bonds and
submitted to the meeting copies of the following:
(a) the Registration Statement on Form S-3 as amended, filed under
the Securities Act of 1933;
(b) the application to the Pennsylvania Public Utilities
Commission and the related order of said commission; and
(c) the form of supplemental indenture with respect to the
offering of the Bonds.
On motion duly made, seconded, and unanimously adopted, such
documents were approved and ordered filed with the records of the Company.
The Chairman noted that it could be difficult to arrange a
meeting of either the Board or of the three members of the Executive
Committee between the issuance of the letters of invitation and the
receipt of bids on the first mortgage bonds. He therefore recommended
that the Board comprehensively and finally approve the issuance of up to
$195,000,000 aggregate principal amount of its first mortgage bonds as
detailed in the financing plan approved by the Board at its October 7,
1993 and February 3, 1994 meetings, with such precise interest rate and
maturity as is approved in writing by Klaus Bergman, Chief Executive
Officer of the Company, or Stanley I. Garnett, II, Chief Financial Officer
of the System. All offerings would be effected, if possible, through
competitive bidding. In the event, however, that market or other
conditions make competitive bidding impracticable or undesirable the
Company would propose to place the bonds privately with institutional
investors or negotiate with underwriters for the purchase thereof.
<PAGE>
The Chairman further stated that it may be desirable to list
some or all of the first mortgage bonds on the New York Stock Exchange and
any other stock exchange, and that the proper officers of the Company
should be authorized to prepare and file appropriate applications for such
listings, and to register the first mortgage bonds under the Securities
Exchange Act of 1934.
After consideration and discussion, on motion duly made and
seconded, it was unanimously
RESOLVED, that having obtained the requisite approvals
of regulatory bodies having jurisdiction, this Company is
authorized to issue and sell for not less than 98% and not more
than 101.75% of principal up to a total of $195 million
additional first mortgage bonds in one or more series, with
maturities of up to thirty years (such additional bonds being
hereinafter referred to as Bonds), up to $130 million of which
shall be for the purpose of raising funds to effect the
tendering prior to the expiration of the call protection, or
to effect the optional redemption prior to maturity of this
Company's Series EE, 9%, and Series FF, 8-7/8% First Mortgage
Bonds at an all-in cost of money of not more than 8%,
representing the three percent net present value of savings
target rate, and up to $65 million of which shall be for
general corporate purposes at an all-in cost not to exceed
9.0%; and further
RESOLVED, that the actions of the officers of this
Company in causing to be prepared and filed with the Securities
and Exchange Commission a registration statement, as amended,
under the Securities Act of 1933, as amended, with respect to
not more than $45,000,000 aggregate principal amount of
additional Bonds in one or more series are hereby approved and
ratified, and that such officers are authorized to cause to be
prepared and filed any and all further amendments thereto that
they may deem necessary or advisable and to affix the corporate
seal thereto, if required, and to attest the same; and that
Nancy H. Gormley is hereby designated as the person authorized
to receive notices and communications from the Securities and
Exchange Commission in connection therewith; and further
RESOLVED, that Stanley I. Garnett, Nancy H. Gormley, and
Eileen M. Beck, and each of them, is hereby appointed attorney-
in-fact of this Company with full authority to sign in the name
and on behalf of this Company any and all amendments to the
registration statement referred to in the preceding resolution,
and that the Chairman of the Board, the President or any Vice
President, and the Secretary or any Assistant Secretary of this
Company are hereby authorized and empowered to execute, in the
<PAGE>
name and on behalf of this Company, an appropriate instrument
or instruments for the purpose of evidencing the appointment
of such attorneys-in-fact and cause the same to be filed with
the Securities and Exchange Commission; and further
RESOLVED, that the actions of the officers of this
Company in executing and filing, in the name and on behalf of
this Company or otherwise, applications for the approval and
consent by other regulatory authorities having jurisdiction
over the issuance of up to $195,000,000 aggregate principal
amount of Bonds in one or more series are hereby approved and
ratified; that the proper officers are hereby authorized to
file such amendments thereto as they deem necessary or
advisable, and to do such further acts and things in connection
therewith as they may deem necessary or advisable; and further
RESOLVED, that Klaus Bergman and Stanley I. Garnett, II,
or either of them, are hereby authorized to order that this
Company effect a tender offer or a redemption of the First
Mortgage Bonds 9% Series due 2019 and 8-7/8% Series due 2021,
at their respective tender offer price or applicable optional
redemption price and pay, in each case, issuance expenses; and
further
RESOLVED, that Klaus Bergman and Stanley I. Garnett, II,
or either of them, are hereby authorized to accept the bid of
a responsible financial institution to purchase up to $130
million principal amount of Bonds, to effect a tender offer or
a redemption of its Series EE, 9% and Series FF, 8-7/8% First
Mortgage Bonds at an all-in cost of money not more than 8%,
representing the three percent net present value of savings
target rate, and up to $65 million of which shall be for
general corporate purposes at an all-in cost not to exceed
9.0%, with maturities of up to thirty years from the date of
issue, with or without up to a ten-year no-call or no refund
provision; or if competitive bidding is not practicable or
desirable, the Company would place the Bonds privately with
institutional investors or enter into negotiations with
underwriters for the purchase of such Bonds; that the Chairman,
President or any Vice President, or the Treasurer or any
Assistant Treasurer of this Company is hereby authorized to
execute and deliver, in the name and on behalf of this Company,
a Purchase Agreement with said Purchasers, and, in the name and
on behalf of this Company or otherwise, to execute and deliver
all such documents and to do or cause to be done all such other
acts and things as he may deem necessary or desirable in order
to effect the intent of the foregoing resolutions; and further
RESOLVED, that the proper officers of this Company are
authorized to take such steps as they may deem necessary or
advisable to effect all other required regulatory filings in
connection with the foregoing resolutions, including the
preparation and filing of a Prospectus Supplement relating to
the offering of each series of the Bonds; and further
RESOLVED, that in order to provide for the creation under
this Company's Indenture, dated as of March 1, 1916, as
<PAGE>
supplemented from time to time between this Company and The
Chase Manhattan Bank (National Association), as Successor
Trustee (hereinafter called the "Original Indenture"), of one
or more series of Bonds, each such series to be known as Series
* , ** % the Chairman, President, or any Vice
President of this Company is hereby authorized to execute, in
the name and on behalf of this Company, and cause to be
delivered to The Chase Manhattan Bank (National Association),
as Successor Trustee, for each such series a Supplemental
Indenture to be dated as of the first day of the month of
issuance of each series of Bonds, in the form submitted to this
meeting with such changes therein as may be approved by the
person executing the same, such approval to be conclusively
evidenced by his execution thereof; and the Secretary or any
Assistant Secretary of this Company is hereby authorized to
affix to said Supplemental Indenture the corporate seal of this
Company and to attest the same; and The Chase Manhattan Bank
(National Association) is hereby requested to join with this
Company in the execution and delivery of said Supplemental
Indenture; and further
RESOLVED, that there be issued by the Company
$195,000,000 aggregate principal amount of Bonds in one or more
series, as created by the terms of the Supplemental Indenture
relating to each series, and further
RESOLVED, that such Bonds be issued as registered bonds
without coupons; and further
RESOLVED, that the President or any Vice President of
this Company is hereby authorized, in the name and on behalf
of this Company to execute (manually or by facsimile signature)
under its corporate seal (or a facsimile thereof), attested by
its Secretary or an Assistant Secretary (manually or by
facsimile signature), and deliver for authentication to The
Chase Manhattan Bank, (National Association), as Trustee,
$195,000,000 aggregate principal amount of such Bonds in one
or more series, the principal amount of each series, the series
letter, interest rate, maturity and redemption provisions, as
well as the actual cash cost to the Company of the permanent
improvements, extensions or additions or the principal amount
of bonds in substitution for and in place of which such new
bonds are to be issued, and their series letter and maturity,
are hereby authorized to be set forth in a letter to the
Trustee, signed by the President or any Vice President or the
Treasurer or any Assistant Treasurer of this Company. Said
Bank, as Trustee, is hereby authorized and requested to
authenticate each series of Bonds and to deliver the same, when
so authenticated, to or upon the orders of the President or any
* Series to be sequentially named at the time of acceptance
of a bid on the Bonds.
** As designated by Klaus Bergman and Stanley I. Garnett,
II, or either of them.
<PAGE>
Vice President and the Treasurer or any Assistant Treasurer of
this Company, pursuant to the terms of the Original Indenture
and of the Supplemental Indenture relating to each series; and
further
RESOLVED, that the definitive Bonds of each such series
shall be substantially in the form attached as an exhibit
hereto, with such changes therein as the officers of this
Company executing the same shall approve, such approval to be
conclusively evidenced by their execution thereof; and further
RESOLVED, that the principal corporate trust office of
The Chase Manhattan Bank (National Association) is hereby
designated as the agent of this Company for the registration,
transfer and exchange of Bonds of each said series; and further
RESOLVED, that the Chase Manhattan Bank, (National
Association) is hereby appointed Agent of this Company for the
payment of the principal of (and premium, if any) and interest
on, the Bonds of each such series, and as such Agent may, in
the performance of its duties, rely conclusively upon any
instructions received by it and signed by the Chairman,
President, any Vice President, the Treasurer, or Assistant
Treasurer, the Secretary or any Assistant Secretary of this
Company; and that this Company indemnify and hold free and
harmless said Bank from and against any and all claims,
demands, losses, expenses or liabilities which may be incurred
by it in acting upon or paying any of such Bonds believed by
it to be genuine, or by reason of any action taken by it in
reliance upon any such instructions; and further
RESOLVED, that the proper officers of this Company are
hereby authorized to take such steps, including the execution
and filing, in the name and on behalf of this Company or
otherwise, of such certificates, affidavits, covenants,
statements, or consents, as they may deem necessary or
advisable to qualify each new series of Bonds to be issued in
accordance with the financing plan previously approved and that
approved today by the Board of Directors of the Company under
the securities and blue sky laws of such states in the United
States as they may determine; and further
RESOLVED, that it may be desirable and in the best
interest of the Company to have any series of Bonds listed on
the New York Stock Exchange and any other stock exchange deemed
desirable; that the proper officers are hereby authorized to
determine the desirability of listing any series of the Bonds
on the New York Stock Exchange and any other stock exchange
deemed desirable, and in connection therewith to execute and
file, and in the name and on behalf of this Company and under
its corporate seal or otherwise, all requisite papers and
documents as they may deem appropriate and desirable; and
further
RESOLVED, that the proper officers are authorized to
execute and file, on behalf of this Company, an application for
the registration of the Bonds with the Securities and Exchange
<PAGE>
Commission pursuant to the provisions of the Securities and
Exchange Act of 1934, as amended, in such form as the officers
of the Company executing the same may determine and as counsel
for the Company may advise; and further
RESOLVED, that the selection of Simpson, Thacher &
Bartlett as independent counsel for the prospective purchasers
of each series of the Bonds is hereby ratified and approved;
and further
RESOLVED, that Sullivan & Cromwell, Robert R. Winter,
Thomas K. Henderson, and each of them, are hereby appointed
counsel to give the opinions of counsel required by the
Original Indenture and pursuant to the Purchase Agreement in
connection with the issuance of each series of Bonds, and that
Carl F. Schlenke is hereby appointed Engineer for the purpose
of executing any engineer's certificates required by the
provisions of the Original Indenture in connection with the
issuance of such Bonds; and further
RESOLVED, that the proper officers of and counsel to this
Company are hereby authorized to execute and deliver all such
documents, to effect any necessary regulatory filings, and to
do or cause to be done all such other acts and things as may
be necessary or desirable to effect the execution,
authentication and delivery of said $195,000,000 aggregate
principal amount of Bonds in accordance with the provisions of
said Original Indenture and said Supplemental Indenture
relating to each series of the Bonds, and otherwise to effect
the purposes and intent of the foregoing resolutions.
(Form of Bond)
WEST PENN POWER COMPANY
Incorporated under the Laws of
the Commonwealth of Pennsylvania
First Mortgage Bond, Series , %
Due
West Penn Power Company (hereinafter called the Company), for
value received, promises to pay to or
registered assigns, on the first day of , at the
office or agency of the Company in the Borough of Manhattan, The City of
New York, **** DOLLARS *** in coin or
<PAGE>
currency of the United States of America which at the time of payment is
legal tender for public and private debts, and to pay to the registered
holder interest thereon from or, if later, the
or next preceding the date of this
bond, at the rate of per centum ( %) per annum in
like coin or currency, payable at said office or agency in New York on the
first days of and in each year, until such principal
shall be paid. The interest so payable on any or will,
subject to certain exceptions provided in the Mortgage referred to below,
be paid to the person in whose name this bond is registered at the close
of business on the last business day which is more than fourteen days
prior to such or .
This bond is one of an issue of First Mortgage Bonds of the
Company, all issued and to be issued under and equally secured by a
Mortgage and Deed of Trust (hereinafter called the Mortgage), dated March
1, 1916, executed by the Company to the Equitable Trust Company of New
York, as Trustee, to which Mortgage and to the indentures supplemental
thereto reference is made for a description of the property mortgaged and
pledged, the nature and extent of the security, the rights of the holders
of the bonds in respect of such security and the terms and conditions upon
which the bonds are issued and secured; but neither the foregoing
reference to the Mortgage or any indenture supplemental thereto nor any
provision thereof or of this bond shall affect or impair the obligation of
the Company, which is unconditional, to pay the principal of and the
interest on this bond at the respective times herein provided.
First Mortgage Bonds may be issued in series, for various
principal sums, may mature at different times, may bear interest at
different rates and may otherwise vary as in the Mortgage provided. This
bond is one of a series designated as "First Mortgage Bonds, Series
<PAGE>
, %," of the Company, issued under and secured by the Mortgage and
all indentures supplemental thereto and described in an indenture
supplemental thereto (herein called the "Supplemental Indenture"), dated
as of , executed by the Company, to the Trustee.
The bonds of this series are subject to redemption, upon not
less than 20 days nor more than 60 days prior notice, (a) upon application
as provided in the Mortgage, as supplemented, of moneys included in the
trust estate (other than any moneys included in the trust estate pursuant
to the Renewal and Replacement Fund provided for in Section 4 of Article
II-G or pursuant to the Maintenance Fund provided for in Section 3 of
Article II-B), at any time or times, at a Special Redemption Price of 100%
of the principal amount so redeemed, or (b) [at any time or times], [on or
after , ] as a whole or in part, at the applicable
percentage of their principal amount set forth below under "Regular
Redemption Price" for the periods indicated:
If redeemed during If redeemed during
the 12-month Regular the 12-month Regular
period beginning Redemption period beginning Redemption
, Price , Price
together, in each case, with accrued interest to the redemption date;
subject, however, to the conditions that (i) [prior to , the
Company may not redeem this bond at the Regular Redemption Price directly
or indirectly with or in anticipation of moneys borrowed at an interest
cost to the Company (calculated in accordance with accepted financial
practice) of less than a year and] (ii) redemptions of bonds of this
Series during any 12-month period beginning May 1 pursuant to the
application of such moneys included in the trust estate as provided in the
<PAGE>
Mortgage, as supplemented may not exceed the greater of (a) 1% of the
aggregate principal amount ($ ) of the bonds of this series
originally issued or (b) the lowest percentage so redeemed (zero, if none
are redeemed) of any other series of bonds then redeemable pursuant to
such method during such 12-month period relative to the respective
aggregate principal amount of bonds of such other series originally
issued.
The principal hereof may also become due on the conditions, in
the manner and at the time set forth in the Mortgage, if default be made
in the payment of interest on any of the bonds of this issue or in the
performance of certain covenants of the Mortgage.
Modifications of the rights and obligations of the Company and
of the holders of the bonds may be made as provided in and to the extent
permitted by the Mortgage, as supplemented; but without the consent of the
holder hereof, no such modification may extend the time of payment of the
principal hereof or interest hereon or reduce the principal hereof or the
rate of interest hereon.
This bond is transferable by the registered holder hereof in
person, or by his duly authorized attorney, on the books of the Company at
its office or agency in the Borough of Manhattan, The City of New York,
upon surrender and cancellation of this bond, and, thereupon, a new
registered bond of the same series for a like principal amount will be
issued to the transferee in exchange herefor, as provided in the Mortgage,
and upon payment, if the Company shall require it, of the transfer charges
therein prescribed. This bond may be exchanged at said office or agency
of the Company for a like aggregate principal amount of registered bonds
of other authorized denominations of the same series upon surrender and
cancellation of this bond and upon payment, if the Company shall require
it, of the charges prescribed in the Mortgage.
<PAGE>
No recourse shall be had for the payment of the principal of
or interest on this bond against any stockholder, officer or director of
the Company, either directly or through the Company, under any statute or
by the enforcement of any assessment or otherwise, all such liability of
stockholders, this bond and being likewise waived and released by the
terms of the Mortgage.
The registered holder of this bond, by acceptance hereof,
thereby waives and releases and forever discharges the Company from all
obligation under that part of the covenant contained in Section 2 of
Article II of the Mortgage which provides that the Company (i) will not
make any deduction from either principal or interest paid or payable on
this bond for any tax or taxes, assessments or other governmental charges
imposed by the United States or by any state, or county, or municipality
therein, which the Company may be required to pay thereon or to retain
therefrom under or by reason of any law or laws, and (ii) will take all
steps and make all payments from time to time necessary, prescribed or
imposed by any law of Pennsylvania to make and continue this bond as
exempt from taxation in said state. The registered holder of this bond,
by acceptance hereof, thereby agrees to furnish to the Company such
evidence as may be necessary to enable the Company to determine whether or
not the Company or any agent thereof is required by law to deduct or
retain any tax or taxes from any payment of principal or interest on this
bond. The registered holder of this bond, by acceptance hereof, thereby
waives and releases and forever discharges the Company and the Trustee
from all obligations under that part of Section 11 of Article I of the
Mortgage which provides for the exchange of registered bonds for coupon
bonds.
This bond shall not become obligatory until The Chase
Manhattan Bank (National Association), the successor Trustee under the
<PAGE>
Mortgage, or its successor thereunder, shall have signed the form of
certificate endorsed hereon.
IN WITNESS WHEREOF, West Penn Power Company has caused the
facsimile signatures of its President and its Secretary and a facsimile of
its corporate seal to be hereto affixed.
WEST PENN POWER COMPANY
President
By.............................
Attest:
...............................
Secretary
Exhibit 12(a)
WEST PENN POWER COMPANY
COMPUTATION IN SUPPORT OF RATIO OF EARNINGS TO FIXED CHARGES FOR 8-K
(DOLLAR AMOUNTS IN THOUSANDS)
12 Months 12 Months
Ended Ended
6/30/94 12/31/93
Earnings:
Consolidated net income $110,875 $102,061
Fixed charges (see below) 59,416 61,845
Income taxes 57,311 51,958
Total Earnings $227,602 $215,864
Fixed Charges:
Interest on long-term debt $56,149 $58,857
Other interest 2,055 1,728
Estimated interest component
of rentals 1,212 1,260
Total Fixed Charges $59,416 $61,845
Ratio of Earnings to Fixed Charges 3.83 3.49
