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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 12, 1999
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West Penn Funding LLC
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
333-79619 25-1843349
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(Commission File Number) (IRS Employer Identification No.)
2325B-2 Renaissance Drive, Las Vegas, Nevada 89119
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(Address of principal executive offices) (Zip Code)
(702) 895-6752
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(Registrant's Telephone Number)
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Item 5. Other Events.
The Registrant registered issuances of Transition Bonds on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, as
amended, by a Registration Statement on Form S-3 (Registration File No.
333-79619). Pursuant to a base prospectus, dated November 3, 1999, and a
prospectus supplement, dated November 3, 1999, the Registrant plans to issue
approximately $600,000,000 in aggregate principal amount of its Transition
Bonds, Series 1999-A, on or about November 16, 1999. In connection with this
transaction, the Registrant received the opinion attached hereto as an exhibit.
Item 7. Exhibits
5.2. Opinion of Cravath, Swaine & Moore relating to the legality of the
Transition Bonds.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
WEST PENN FUNDING LLC
Date: November 12, 1999 By: /s/ Kristine Eppes
Name: Kristine Eppes
Title: Vice President and Assistant
Secretary
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EXHIBIT INDEX
Exhibit Description
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5.2 Opinion of Cravath, Swaine & Moore relating to the legality
of the Transition Bonds.
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[CRAVATH, SWAINE & MOORE LETTERHEAD]
November 12, 1999
West Penn Funding LLC
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Registration Statement on Form S-3
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(Registration No. 333-79619)
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Ladies and Gentlemen:
We have acted as counsel to West Penn Funding LLC, a Delaware limited
liability company (the "Issuer"), in connection with the preparation of the
registration statement on Form S-3 (Registration No. 333-79619) and the
amendments thereto (the "Registration Statement") initially filed with the
Securities and Exchange Commission (the "Commission") on May 28, 1999, for the
registration under the Securities Act of 1933, as amended (the "Act"), of up to
$600,000,000 aggregate principal amount of the Issuer's Transition Bonds, Series
1999-A (the "Transition Bonds"), to be sold in a proposed public offering (the
"Offering"), all as set forth in the Registration Statement. The Transition
Bonds will be issued under an Indenture in the form of Exhibit 4.3 to the
Registration Statement (the "Indenture") to be executed by the Issuer and
Bankers Trust Company, as Bond Trustee (the "Bond Trustee").
In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, limited liability
company records and other instruments as we have deemed necessary for the
purposes of this opinion, including the following: (a) the Certificate of
Formation of the Issuer dated May 26, 1999 (the "Certificate of Formation"), (b)
the Amended and Restated Limited Liability Company Agreement of the Issuer, (c)
the Registration Statement and (d) the Indenture.
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Based upon the foregoing and in reliance thereon, it is our opinion that
when (A) the Bond Trustee has duly executed and delivered the Indenture, (B) the
Indenture has been duly authorized and validly executed and delivered by the
Issuer to the Bond Trustee, and (C) such Transition Bonds have been duly
executed, authenticated, issued and delivered in accordance with the provisions
of the Indenture and the Underwriting Agreement upon payment of the
consideration therefor provided for therein, such Transition Bonds will be
validly issued and will constitute valid and binding obligations of the Issuer,
enforceable against the Issuer in accordance with their terms (subject to
applicable bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium or other similar laws affecting creditors' rights generally from time
to time in effect and subject to general principles of equity, regardless of
whether considered in a proceeding in equity or at law).
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and we further consent to the use of our name under the
caption "Legal Matters" in the prospectus forming a part of said Registration
Statement. We further consent to the incorporation of this opinion by reference
as an exhibit to any Rule 462(b) Registration Statement. In giving these
consents, we do not hereby admit that we are within the category of persons
whose consent is required under Section 7 of the Act or the Rules and
Regulations of the Commission.
Very truly yours,
Cravath, Swaine & Moore
West Penn Funding LLC
2325B-2 Renaissance Drive
Las Vegas, NV 89119
