SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____
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) May 17, 1995
Allegheny & Western Energy Corporation
(Exact name of registrant as specified in its charter)
West Virginia 0-10618 55-0612692
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) ID Number)
300 Capitol Street, Suite 1600, Charleston, WV 25301
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number,
including area code: (303) 343-4567
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events
On May 17, 1995, Allegheny & Western Energy Corporation
(the "Registrant") issued a news release, set forth as Exhibit
20(a) hereto, announcing its third quarter earnings and the
approval by its stockholders of the pending merger of the
Registrant with a subsidiary of Energy Corporation of America.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
20(a) News Release, dated May 17, 1995, with respect to the
announcement of Allegheny & Western Energy
Corporation's (the "Registrant") third quarter
earnings and the approval by the Registrant's
stockholders of the pending merger of the Registrant
with a subsidiary of Energy Corporation of America.
<PAGE>
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.
ALLEGHENY & WESTERN ENERGY CORPORATION
By:/s/ W. Merwyn Pittman
Name: W. Merwyn Pittman
Title: Vice President, Chief
Financial Officer and
Treasurer
Dated: May 18, 1995
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit Description Numbered Page
20(a) News Release, dated May 17, 5
1995, with respect to the
announcement of Allegheny &
Western Energy Corporation's
(the "Registrant") third
quarter earnings and the
approval by the Registrant's
stockholders of the pending
merger of the Registrant
with a subsidiary of Energy
Corporation of America.
<PAGE>
Exhibit 20(a)
FOR RELEASE MAY 17, 1995
CONTACT:
W. Merwyn Pittman
(304) 343-4567
NASDAQ-ALGH
ALLEGHENY & WESTERN ENERGY CORPORATION
ANNOUNCES THIRD QUARTER EARNINGS
AND APPROVAL BY STOCKHOLDERS OF MERGER AGREEMENT
CHARLESTON, WEST VIRGINIA, May 17, 1995/PRNewswire/--
Allegheny & Western Energy Corporation (Nasdaq-NNM; ALGH) (A&W
or the Company) reported earnings of $4.4 million, or $.56 per
share, for the quarter ended March 31, 1995, compared to
earnings of $6.1 million, or $.79 per share, for the same period
of 1994. For the nine months ended March 31, 1995, the Company
reported earnings of $4.5 million, or $.58 per share, compared
to earnings of $8.8 million, or $1.14 per share, for the nine
months ended March 31, 1994. The nine months ended March 31,
1994 included a non-recurring credit of $1.6 million or $.20 per
share related to the cumulative effect of a change in the method
of accounting for income taxes. The Company reported net income
before income taxes and cumulative effect of change in
accounting principle of $6.3 million and $10.1 million for the
nine months ended March 31, 1995 and 1994, respectively. The
Company's fiscal year ends on June 30.
The Company attributed the decline in earnings to reduced
volumes of gas sold by its wholly owned gas distribution utility
subsidiary, Mountaineer Gas Company (Mountaineer), as a result
of warmer weather conditions in Mountaineer's service area and
increased general and administrative costs associated with the
Company's previously announced merger with a subsidiary of
Energy Corporation of America.
A&W also announced that its merger agreement with Energy
Corporation of America (ECA) was overwhelmingly approved by its
stockholders at A&W's annual meeting held on May 16, 1995. Over
99% of the shares voted at the meeting (84% of all shares
outstanding) approved the merger. As previously announced, the
Company has signed a merger agreement with ECA, pursuant to
which the Company will be the surviving corporation in a merger
with a subsidiary of ECA. Upon consummation of the merger, the
Company's stockholders will be entitled to receive $12.00 in
cash for each share held. Consummation of the merger is subject
to satisfactory regulatory review. The Public Service
Commission of West Virginia (PSCWV) held a public hearing
regarding the planned merger on April 25, 1995 and no party to
that proceeding indicated that it is opposed to consummation of
the merger. The parties to the merger anticipate that the PSCWV
will issue an order regarding the proposed transaction during
the month of May.
<PAGE>
<TABLE>
(dollars in thousands except
per share amounts)
(unaudited)
<CAPTION>
Three Months Nine Months
Ended Ended
March 31, March 31,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Revenues $81,313 $97,070 $162,872 $189,485
Income before income
taxes and cumulative
effect of change in
accounting principle $ 6,127 $ 8,517 $ 6,336 $ 10,090
Income before
cumulative effect
of change in
accounting principle $ 4,350 $ 6,085 $ 4,499 $ 7,265
Cumulative effect of
change in method of
accounting for
income taxes $ -- $ -- $ -- $ 1,562
Net income $ 4,350 $ 6,085 $ 4,499 $ 8,827
Average Shares
Outstanding 7,786,390 7,693,280 7,786,390 7,736,570
Per Share:
Income before
cumulative effect
of change in
accounting principle $ .56 $ .79 $ .58 $ .94
Cumulative effect of
change in method of
accounting for
income taxes $ -- $ -- $ -- $ .20
Net income $ .56 $ .79 $ .58 $ 1.14
</TABLE>
Allegheny & Western Energy Corporation, based in
Charleston, West Virginia, is a diversified natural gas company,
and owns Mountaineer Gas Company, a gas distribution utility in
West Virginia.
