ALLEGHENY & WESTERN ENERGY CORP
10-Q/A, 1995-03-21
NATURAL GAS DISTRIBUTION
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              SECURITIES AND EXCHANGE COMMISSION

                    WASHINGTON, D.C.  20549
                         _____________

                          FORM 10-Q/A
                               
                        Amendment No. 1

(Mark One)
 __
| X| QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
 --  SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended   December 31, 1994
                               -------------------
                              OR
 __
|__| TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934


For the transition period from_________________ to ____________

Commission File Number                0-10618                  
                       ----------------------------------------
                 Allegheny & Western Energy Corporation        
- ---------------------------------------------------------------
       (Exact name of registrant as specified in its charter)

        West Virginia                               55-0612692 
- ---------------------------------------------------------------
      (State or other jurisdiction            (IRS Employer
    of incorporation or organization)       Identification No.)

  300 Capitol Street, Suite 1600, Charleston, WV        25301  
- ---------------------------------------------------------------
     (Address of principal executive offices)      (Zip Code)

                            (304) 343-4567                     
- ---------------------------------------------------------------
     (Registrant's telephone number, including area code)


       Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.

               Yes   X                       No       
                   -----                         -----
       As of February 13, 1995, 7,479,360 shares of
registrant's Common Stock, par value $.01 per share, were
outstanding.
<PAGE>

            ALLEGHENY & WESTERN ENERGY CORPORATION
                       AND SUBSIDIARIES


                       Table of Contents

Statement of Amendment                                 Pg. 3


Part II.  Other Information

     Item 6 - Exhibits and Reports on Form 8-K         Pg. 4

Signature Page                                         Pg. 5
<PAGE>

                            PART II

Item 6.   Exhibits and Reports on Form 8-K

Item 6 of Allegheny & Western Energy Corporation's Quarterly
Report on Form 10-Q for the period ended December 31, 1994 (the
"Report") is hereby amended in order to properly attach Exhibit
27.1, the Financial Data Schedule, thereto.  Exhibit 27.1 was
previously filed but incorrectly attached to the Report.  In
accordance with the rules of the Securities and Exchange
Commission, Item 6 is hereby restated in full and Exhibit 27.1
is properly attached to the Report as an Exhibit. No
other change in the Report is being effected hereby.
<PAGE>

                               



Part II.  OTHER INFORMATION

Item 6 - Exhibits and Reports on Form 8-K

(a)  Exhibits

     10.25 -   Amended and Restated Agreement, dated October
               31, 1994, by and among Allegheny & Western
               Energy Corporation, PNC Bank, N.A. and One
               Valley Bank, N.A. and PNC Bank, N.A. as agent.

     27.1 -    Financial Data Schedule

(b)  Reports on Form 8-K

                                              Financial
     Date of Report      Item Reported     Statements Filed

     September 29, 1994      Item 5               No
<PAGE>


     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.


                         ALLEGHENY & WESTERN ENERGY CORPORATION
                                      (Registrant)



Date:  March 21, 1995         By:   /s/ W. Merwyn Pittman     
                                      W. Merwyn Pittman, 
                                      Vice President, Chief 
                                      Financial Officer 
                                      and Treasurer


<TABLE> <S> <C>


<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted
from the Condensed Consolidated Balance Sheet as of December 31,
1994 and the Condensed Consolidated Statement of Income for the
Six Month Period Ended December 31, 1994, and is qualified in
its entirety by reference to such financial statements.
(Multiplier of 1,000 except per share amount.)
</LEGEND>
       
<MULTIPLIER>        1,000
<S>                                       <C>
<PERIOD-TYPE>                              6-MOS
<FISCAL-YEAR-END>                          JUN-30-1994
<PERIOD-END>                               DEC-31-1994
<BOOK-VALUE>                               PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                      112,652
<OTHER-PROPERTY-AND-INVEST>                     39,100
<TOTAL-CURRENT-ASSETS>                          67,608
<TOTAL-DEFERRED-CHARGES>                        14,662
<OTHER-ASSETS>                                   1,726
<TOTAL-ASSETS>                                 234,748
<COMMON>                                            81
<CAPITAL-SURPLUS-PAID-IN>                       36,788
<RETAINED-EARNINGS>                             70,221
<TOTAL-COMMON-STOCKHOLDERS-EQ>                 101,808
                                0
                                          0
<LONG-TERM-DEBT-NET>                            25,805
<SHORT-TERM-NOTES>                              31,508
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                       0
<LONG-TERM-DEBT-CURRENT-PORT>                    6,050
                            0
<CAPITAL-LEASE-OBLIGATIONS>                          0
<LEASES-CURRENT>                                     0
<OTHER-ITEMS-CAPITAL-AND-LIAB>                  70,577
<TOT-CAPITALIZATION-AND-LIAB>                  235,748
<GROSS-OPERATING-REVENUE>                       81,389
<INCOME-TAX-EXPENSE>                                61
<OTHER-OPERATING-EXPENSES>                      78,829
<TOTAL-OPERATING-EXPENSES>                      78,890
<OPERATING-INCOME-LOSS>                          2,499
<OTHER-INCOME-NET>                                 170
<INCOME-BEFORE-INTEREST-EXPEN>                   2,669
<TOTAL-INTEREST-EXPENSE>                         2,521
<NET-INCOME>                                       148
                          0
<EARNINGS-AVAILABLE-FOR-COMM>                      148
<COMMON-STOCK-DIVIDENDS>                             0
<TOTAL-INTEREST-ON-BONDS>                            0
<CASH-FLOW-OPERATIONS>                         (5,483)
<EPS-PRIMARY>                                      .02
<EPS-DILUTED>                                       .0
        

</TABLE>


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