File No. 70-8411
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
APPLICATION OR DECLARATION
ON
FORM U-1
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
ALLEGHENY POWER SYSTEM, INC.
12 EAST 49TH STREET
NEW YORK, NY 10017
(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.
Vice President
Allegheny Power System, Inc.
Tower Forty-Nine
12 East 49th Street
New York, NY 10017
(Name and address of agent for service)
<PAGE>
1. Applicant hereby amends Item 1. Description of Proposed Transaction by
adding the following to the end thereof:
Allegheny Power System, Inc. ("APS"), a registered holding company
under the Public Utility Holding Company Act of 1935 (the "Act"), requests
authority (i) to expand the scope of the permitted activities in which its
non-utility subsidiary company, AYP Capital, Inc. ("AYP Capital") may engage
and (ii) to allow AYP Capital to perform preliminary development activities in
connection therewith. By order dated July 14, 1994 (HCAR 35-26085), Allegheny
Power System, Inc. was authorized to invest in AYP Capital up to $500,000 for
the formation of AYP Capital and for its preliminary development activities in
connection with investment directly or indirectly in (1) companies in the area
of emerging technologies closely related to APS's core utility business, and
(2) companies for the acquisition and ownership of exempt wholesale generators
("EWGs"), as defined in Section 32 of the Act, as amended by the Energy Policy
Act of 1992.
Applicant now proposes to expand the scope of AYP Capital's
previously approved activities to include activities directly or indirectly
related to the development, acquisition, construction, and/or operation of (1)
companies in the area of emerging technologies closely related to APS' core
utility business and (2) companies for the acquisition and ownership of EWGs.
In addition, Applicant seeks to expand the scope of AYP Capital's previously
approved activities to include activities directly or indirectly related to
investment in, or the development, acquisition, construction and/or operation
of (1) qualifying cogeneration facilities as defined in the Public Utility
Regulatory Act of 1978 ("PURPA") and rules thereunder located anywhere in the
United States; (2) qualifying small power production facilities ("SPPs"), as
<PAGE>
defined in PURPA and the regulations thereunder, located anywhere in the
United States; (3) nonqualifying cogeneration and small power production
facilities located anywhere in the United States; (4) independent power
production facilities ("IPP Facilities") located anywhere in the United
States; (5) foreign utility companies ("FUCOs"), as defined in Section 33 of
the Act, as amended by the Energy Policy Act of 1992; and (6) any other
business. APS also seeks to expand the scope of AYP Capital's permitted
activities to include the business of providing consulting services to
nonaffiliates in areas related to the scope of AYP Capital's approved
activities.
The investments to be made by AYP Capital would be made through:
(1) direct ownership of the facilities or companies; (2) acquisitions of
common stock or other securities of project entities or other companies; or
(3) participation, whether directly or indirectly, through special purpose
entities, general or limited partnerships, joint ventures or project
financings, and/or in other financing arrangements, domestic or foreign.
Although the exact form of any particular investment may vary, each one will
be structured in such a manner as to limit AYP Capital's exposure to excessive
liabilities. If AYP Capital or an investment vehicle chosen by AYP Capital
makes a direct investment in a company, then AYP Capital may have a role in
the business as though in the latter case it invested directly in it. At this
time, APS does not propose any specific investment or investment vehicles for
AYP Capital and no investments shall be made by AYP Capital without asking for
and receiving such prior Commission approval as may be required.
<PAGE>
In addition, APS proposes that AYP Capital be given authority to
provide consulting services to nonaffiliates, including the following
services: (1) management services, including technical capabilities and
expertise, in respect of electric power generation, transmission facilities,
distribution facilities energy facilities and communication facilities,
including operations ancillary thereto, particularly in the areas of strategic
planning, feasibility studies and policy and organizational matters; (2)
technical and procedural services in respect of such projects and facilities,
particularly in the areas of design, engineering, procurement, installation,
environmental and construction management, planning and procedures; (3)
conducting training sessions and seminars in respect of such projects and
facilities; (4) producing studies and reports; (5) meeting with technical
staff and assessing strengths, weaknesses, and potential solutions; (6)
performing administrative, management, scheduling and billing functions; (7)
developing and proposing programs for implementation by customers; (8) making
regulatory assessments; and (9) any other similar consulting services.
Except as described herein, no associate company or affiliate of
the Applicant or any affiliate of any such associate company has any material
interest, directly or indirectly, in the proposed transactions.
2. Applicant hereby amends Item 3. Applicable Statutory Provisions by
adding the following to the end thereof:
The Applicant has been advised that the proposed transactions, in
whole or in part, may be subject to Sections 9(a), 10, 12(b), 13(b), 32 and 33
<PAGE>
of the Public Utility Holding Company Act of 1935 and Rules 45, 87, 90 and 91
thereunder.
3. Regulatory Approval
No commission other than the Securities and Exchange Commission
has jurisdiction over the proposed transactions.
4. Procedure
It is requested that the Commission's order granting this
Application or Declaration be issued as soon as possible. There should be no
recommended decision by a hearing or other responsible officer of the
Commission and no 30-day waiting period between the issuance of the
Commission's order and its effective date. The Applicant consents to the
Division of Corporate Regulation's assisting in the preparation of the
Commission's decision and order in this matter, unless the Division opposes
the transactions covered by this Application or Declaration.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company
Act of 1935, the undersigned company has duly caused this statement to be
signed on its behalf by the undersigned thereunto duly authorized.
ALLEGHENY POWER SYSTEM, INC.
By: NANCY H. GORMLEY
Nancy H. Gormley
Counsel
Dated: August 10, 1994
U:\DUMP\AYP\POSTEFF1
