File No. 70-8613
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
TO
APPLICATION OR DECLARATION
ON
FORM U-1
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Monongahela Power Company
1310 Fairmont Avenue
Fairmont, WV 26554
The Potomac Edison Company
10435 Downsville Pike
Hagerstown, MD 21740-1766
West Penn Power Company
800 Cabin Hill Drive
Greensburg, PA 15601
(Name of company or companies filing this statement and addresses
of principal executive offices)
Allegheny Power System, Inc.
(Name of top registered holding company parent of each applicant
or declarant)
Nancy H. Gormley, Esq.
Allegheny Power System, Inc.
12 East 49th Street
New York, NY 10017
(Name and address of agent for service)
<PAGE>
1. Applicants hereby amend Item 6. Exhibits and Financial Statements by filing
the following:
(a) Exhibits
B-1 Form of Indenture (See Exhibit 4(a) in Monongahela
Registration Statement File No. 33-59131).
B-2 Form of Underwriting Agreement (See Exhibit 1 in
Monongahela Registration Statement File No. 33-59131).
D-6 Order of the Ohio Public Utility Commission.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company
Act of 1935, the undersigned companies have duly caused this statement to be
signed on their behalf by the undersigned thereunto duly authorized.
MONONGAHELA POWER COMPANY
By NANCY H. GORMLEY
Nancy H. Gormley
Vice President
THE POTOMAC EDISON COMPANY
By NANCY H. GORMLEY
Nancy H. Gormley
Counsel
WEST PENN POWER COMPANY
By NANCY H. GORMLEY
Nancy H. Gormley
Counsel
Dated: June 8, 1995
U:\DUMP\MIDS\AMEND3
BEFORE
THE PUBLIC UTILITIES COMMISSION OF OHIO
In the Matter of the Application of )
MONONGAHELA POWER COMPANY for ) Case No. 95-395-EL-AIS
Authority to Issue and Sell Junior )
Subordinated Debentures. )
FINDING AND ORDER
The Commission finds:
(1) Applicant, Monongahela Power Company, is an Ohio Corporation and a
public utility as defined in Section 4905.02, Revised Code, and is
subject to the jurisdiction of this Commission.
(2) This Application is filed under the provisions of Sections 4905.40
and 4905.41, Revised Code.
(3) Applicant proposes to issue and sell, from time to time, in one or
more series, through December 31, 1998, up to $95 million of junior
subordinated debentures the ("Debt Securities"), pursuant to the
terms and conditions as set forth in the Application and Exhibits.
(4) The Debt Securities will have maturities of not more than 50 years.
Applicant will pay only interest on its Debt Securities, either at
a fixed or an adjustable rate to be determined on a periodic basis,
as described in the Application and Exhibits.
(5) The Debt Securities will be an unsecured obligation and will be
subordinate to all other existing and future indebtedness of the
Applicant.
(6) The proceeds from the Debt Securities will be used to redeem or
retire its outstanding preferred stock, all pursuant to the
provisions of Section 4905.40, Revised Code.
(7) The proposed guidelines or parameters set forth in the Application
and Exhibits are intended to facilitate the issuance of the Debt
Securities on the best terms and at the lowest cost if the Debt
Securities are not sold by competitive bidding. The authorization
of the sale of the Debt Securities within the guidelines set forth
in the Application and Exhibits in no way relieves the Applicant of
its obligation to negotiate and obtain the best terms available.
<PAGE>
Case No. 95-395-EL-AIS
Page -2-
(8) The maximum amount of the Debt Securities, their probable costs,
price to Applicant, and other terms thereof do not appear to be
unjust or unreasonable.
(9) The effect of the issuance of the Debt Securities on Applicant's
revenue requirements will be considered in the determination of
required revenues in rate proceedings in which all factors affecting
rates are taken into account according to law.
(10) Based on the information contained in the Application and Exhibits
thereto, and other documentary information to which the Commission
has access, the purposes to which the proceeds from the Debt
Securities shall be applied appear to be reasonably required by
Applicant to meet its present and prospective obligations to provide
utility service and the Commission is satisfied that consent and
authority should be should be granted.
It is, therefore,
ORDERED, That Applicant is authorized to issue or sell, from time to time,
in one or more series, through June 7, 1996, up to $95 million of junior
subordinated debentures, pursuant to the terms and conditions as set forth in
the Application and Exhibits. It is further,
ORDERED, That the proceeds from the sale of the Debt Securities shall be
used for the purposes set forth in this Order and otherwise pursuant to the
provisions of Section 4905.40, Revised Code. It is, further
ORDERED, That after any of the Debt Securities authorized by this Order
are issued and sold, the Applicant shall report to this Commission the terms
and full particulars regarding each sale of the Debt Securities. In lieu of
the above, Applicant may submit a copy of each prospectus as filed with the
Securities and Exchange Commission setting forth such information. It is,
further,
ORDERED, That Applicant shall account for the Debt Securities as
prescribed by the Federal Energy Regulatory Commission Uniform System of
Accounts as currently in effect. It is, further,
ORDERED, That nothing in this Order shall be construed to imply any
guaranty, obligation or endorsement of the Debt Securities, or the associated
interest thereon, on the part of the Sate of Ohio. It is, further,
<PAGE>
Case No. 95-295-EL-AIS
Page -3-
ORDERED, That nothing in this Order shall be construed to imply any
guaranty or obligation by the Commission to assure completion of any specific
construction project of the Applicant. It is, further,
ORDERED, That nothing in this Order shall be deemed to be binding upon
this Commission in any future proceeding or investigation involving the
justness or reasonableness of any rate, charge, rule or regulation. It is,
further,
ORDERED, That a copy of this Order be served upon all parties of record.
THE PUBLIC UTILITIES COMMISSION OF OHIO
CRAIG A. GLAZER
Craig A. Glazer, Chairman
JOLYNN BARRY BUTLER RICHARD M. FANELLY
Jolynn Barry Butler Richard M. Fanelly
RHONDA HARTMAN FERGUS DAVID W. JOHNSON
Rhonda Hartman Fergus David W. Johnson
SEJ:jc
Entered in the Journal
June 8, 1995
A True Copy
GARY E. VIGORITO
Gary E. Vigorito
Secretary
