As filed with the Securities and Exchange Commission on December 22, 1994
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ALLEGHENY POWER SYSTEM, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 13-5531602
(State of incorporation) (I.R.S. Employer Identification No.)
12 East 49th Street
New York, New York 10017
(212) 752-2121
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
NANCY H. GORMLEY, Esq.
Vice President
Allegheny Power System, Inc.
12 East 49th Street
New York, New York 10017
(212) 752-2121
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
ROBERT E. BUCKHOLZ, JR., Esq.
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
Approximate date of commencement of proposed sale to the
public: On the first dividend payment date after this
Registration Statement becomes effective.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment plans,
please check the following box. [X]
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount maximum maximum Amount of
Title of each class of to be offering price aggregate registration
Securities to be registered registered per unit* offering price* fee
Common Stock, $1.25 par value 5,000,000 shs. $21.625 $108,125,000 $37,284.48
*Assumed solely for the purpose of calculating the registration fee.
The Prospectus contained herein is a combined prospectus relating to
Registration Statement No. 33-36716 pursuant to Rule 429 under the Securities
Act of 1933. Of the 4,000,000 shares registered pursuant thereto, 3,409,568
had been sold through December 9, 1994.
<PAGE>
PROSPECTUS
ALLEGHENY POWER SYSTEM, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
COMMON STOCK
(Par Value $1.25)
The Dividend Reinvestment and Stock Purchase Plan (the Plan)
of Allegheny Power System, Inc. (the Company) provides holders of
record of the Company's Common Stock, par value $1.25 per share
(the Common Stock), with a convenient and economical way to
purchase additional shares.
Participants in the Plan may at the time of each cash
dividend payment on the Common Stock (1) have all or a portion of
their dividends automatically invested in additional shares of
Common Stock or (2) invest any amount they wish between $50 and
$10,000 in additional shares of Common Stock or (3) do both.
The price per share of shares purchased from the Company
will be the average of the daily high and low sales prices of the
Common Stock, as published in The Wall Street Journal report of
New York Stock Exchange Composite Transactions, for the period of
10 trading days immediately prior to the dividend payment date.
In the event the Company elects not to issue new shares but to
cause the purchase of shares on the open market, the price per
share of any such shares will be the average cost of all shares so
purchased, excluding any related broker fees or commissions, which
will be paid by the Company. Plan participation fees are noted in
the applicable section of the Prospectus and on page ten.
A participant may withdraw from the Plan at any time
effective upon receipt of written notice, except that withdrawal
will not be effective if received after a dividend record date
until that dividend is paid.
Stockholders who do not wish to participate in the Plan will
continue to receive cash dividends, as declared, by check in the
usual manner.
This Prospectus relates to 5,000,000 shares of Common Stock
registered for sale pursuant to the Plan. The shares of Common
Stock offered hereby are listed on the New York, Chicago and
Pacific Stock Exchanges, subject to notice of issuance. It is
suggested that this Prospectus be retained for further reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is
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STATEMENT OF AVAILABLE INFORMATION
Allegheny Power System, Inc., 12 East 49th Street, New
York, N.Y. 10017, telephone no. (212) 752-2121, is subject to the
informational requirements of the Securities Exchange Act of 1934
and in accordance therewith files reports, proxy statements and
other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other
information filed by the Company can be inspected at the public
reference facilities of the Commission at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, as well as
the following Regional Offices: Suite 1400, 500 West Madison
Street, Chicago, Illinois 60661; and 7 World Trade Center, 13th
Floor, New York, New York 10048. Copies of such material can be
obtained from the Public Reference Section of the Commission at
prescribed rates by writing to the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549.
Reports, proxy statements and other information concerning the
Company can be inspected at the New York, Chicago and Pacific
Stock Exchanges, on which the Company's Common Stock is listed.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed with the
Securities and Exchange Commission are hereby incorporated in this
Prospectus by reference:
(i) The Company's Annual Report on Form 10-K for the
year ended December 31, 1993 (the "Annual
Report"); and
(ii) The Company's Quarterly Reports on Form 10-Q for
the Quarters ended March 31, 1994, June 30, 1994
and September 30, 1994.
All documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
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of 1934 after the date of this Prospectus and prior to the
termination of the offering of the securities offered hereby shall
be deemed to be incorporated in this Prospectus by reference and
to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any subsequently filed document
which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified
or superseded shall not be deemed, except as modified or
superseded, to constitute a part of this Prospectus.
The Company hereby undertakes to provide without
charge to each person to whom a copy of this Prospectus has been
delivered, on the written or oral request of any such person, a
copy of any or all of the documents referred to above which have
been or may be incorporated by reference in this Prospectus other
than exhibits to such documents. Written requests for such copies
should be directed to: Corporate Secretary, Allegheny Power
System, Inc., 12 East 49th Street, New York, New York 10017,
telephone no. (212) 752-2121.
No person has been authorized to give any information
or to make any representation not contained in this Prospectus
and, if given or made, such information or representation must not
be relied upon as having been authorized by the Company. This
Prospectus is not an offer to sell or a solicitation of an offer
<PAGE>
to buy any of the securities offered hereby in any jurisdiction to
any person to whom it is unlawful to make such offer or
solicitation in such jurisdiction.
THE COMPANY
The Company, incorporated in Maryland in 1925, is an
electric utility holding company that derives substantially all of
its income from the electric utility operations of its direct and
indirect subsidiaries (the "Subsidiaries"), Monongahela Power
Company ("Monongahela"), The Potomac Edison Company ("Potomac
Edison"), West Penn Power Company ("West Penn"), and Allegheny
Generating Company ("AGC"). The properties of the Subsidiaries
are located in Maryland, Ohio, Pennsylvania, Virginia and West
Virginia, are interconnected, and are operated as a single
integrated electric utility system (the "System"), which is
interconnected with all neighboring utility systems. The three
principal electric utility operating subsidiaries are Monongahela,
Potomac Edison, and West Penn (collectively, the "Operating
Subsidiaries"). Together, Monongahela, Potomac Edison, and West
Penn own 100% of the common stock of AGC. AGC owns an undivided
40% interest (840 MW) in a pumped-storage hydroelectric station in
Bath County, Virginia, which is operated by an unaffiliated
company.
The Company's executive offices are located at 12 East 49th
Street, New York, New York 10017, and its telephone number is
(212) 752-2121.
THE PLAN
The Plan is administered for the participants by the Company
and the agent (the Agent) the Company has appointed:
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Chemical Bank
Dividend Reinvestment Department--Re: Allegheny Power System, Inc.
J.A.F. Building, P.O. Box 3069
New York, New York 10116-3069
Chemical Bank is the transfer agent and registrar for the
Common Stock. It is also a depository of funds of and a maker of
loans to the Company and the Subsidiaries.
1. ELIGIBILITY
All holders of record of Common Stock are eligible to
participate in the Plan.
2. PARTICIPATION
A stockholder of record may join the Plan at any time by
completing and signing an Authorization Form and returning it to
the Agent. An Authorization Form may be obtained by written
request to the Agent or the Company.
Participation, whether for full or partial dividend
reinvestment, will begin with the next quarterly dividend payment,
as and when declared, after receipt of the Authorization Form by
the Agent, provided it is received at least 20 days prior to the
payment date for that dividend (ordinarily the last business day
of March, June, September and December). Participants, whether
for full or partial dividend reinvestment, will be charged a fee
of 3% of the dividend amount to be reinvested, with a maximum of
$3.00. The fee will be deducted from the dividend and the balance
reinvested. The Authorization Form must be received not less than
10 days prior to the dividend payment date if "Optional Cash
Payments Only" is checked. Should the Authorization Form arrive
after these deadlines, it will be necessary to delay participation
until the next dividend payment.
<PAGE>
Participants who elect "Partial Dividend Reinvestment" may
use less than all of the cash dividends payable on shares credited
to their accounts to purchase additional shares of Common Stock,
with cash dividends continuing to be paid in the usual manner on
the remaining number of whole and fractional shares.
A participant desiring to invest cash, other than dividends,
on any dividend payment date may do so by sending the Agent a
check or money order made payable to the Agent, for the amount he
wishes to invest, which shall not be less than $50 or more than
$10,000. There will be a charge of $3.00 for each optional cash
investment, which will be deducted from the optional cash payment
prior to the investment. Any cash payment received by the Agent
more than 30 days or less than 3 business days prior to a dividend
payment date may be returned. No interest will be paid on cash
payments.
A participant may change options under the Plan, including
increasing or decreasing the number of whole shares on which
dividends are to be paid in cash, by completing, signing and
sending to the Agent a new Authorization Form. The change will
apply as of the next dividend payment date that is 20 or more days
after the Agent receives the Authorization Form.
The maximum number of shares that can be sold by the Company
pursuant to the Plan on any dividend payment date is the number of
shares which would have been sold if all dividends paid on that
date were invested under the Plan. If on any dividend payment
date there are insufficient shares available after investment of
participants' dividends to permit investment of all optional cash
payments received, shares available for investment with optional
cash payments will be allotted among all participants making
<PAGE>
optional cash payments in proportion to the amounts of their
optional cash payments, and any excess cash remaining will be
refunded to participants without interest.
3. SAFEKEEPING PROGRAM
To protect against certificates being lost, misplaced or
stolen, Plan participants may deposit their share certificates
with the Agent for credit to their Plan account. Participants who
wish to avail themselves of the safekeeping feature of the Plan
should mail their certificates to Chemical Bank, J.A.F. Building,
P.O. Box 3069, New York, New York 10116-3069. Certificates should
be sent by registered mail, accompanied by a completed
Authorization Form specifying (i) that the shares are furnished
for safekeeping and (ii) dividends on all or a portion of the
shares are to be either reinvested pursuant to the Plan or paid in
cash. There is a one-time charge of $3.00 for this safekeeping
feature of the Plan and a check for this amount, payable to
Chemical Bank, should be sent with the share certificates. The
Agent will confirm the receipt of any shares which are delivered
for safekeeping.
4. PURCHASES
Shares are purchased from the Company under the Plan on each
dividend payment date at the average of the daily high and low
sales prices of the Common Stock, as published in The Wall Street
Journal report of New York Stock Exchange Composite Transactions,
for the period of 10 trading days immediately prior to that date.
Instead of issuing new shares, the Company reserves the right to
cause the purchase of an appropriate number of shares on the open
market, subject to any applicable legal requirements, with funds
<PAGE>
provided from participants' cash dividends and optional cash
payments. In such event the price per share of any such shares to
each participant will be the average cost of all shares so
purchased, excluding any related broker fees or commissions, which
will be paid by the Company. Participants' accounts will be
credited with a number of whole and fractional shares determined
by dividing the amount to be invested by the purchase price.
5. REPORTS
A separate account will be maintained by the Agent for each
participant. Quarterly reports will be sent to each participant
indicating the status of his share ownership under the Plan,
including the amount of dividends reinvested and optional cash
payments invested, the purchase price per share, the number of
shares purchased, the number of shares held in his account and the
fair market value of all shares purchased. (The fair market value
is the average of the high and low sales prices of the Common
Stock on the date the shares were purchased.) Duplicate previous
statements may be requested by sending a written notice to the
Agent. A transaction fee of $5.00 will be charged for each
duplicate statement for the immediately preceding calendar year
and a charge of $20.00 will be charged for each duplicate statement for
any earlier year other than the immediately preceding year.
6. CERTIFICATES
Certificates for any number of whole shares credited to a
participant's account under the Plan will be issued at any time
upon the written request of the participant to the Agent. Any
remaining full shares and fraction of a share will continue to be
credited to the participant's account. Certificates for fractions
of shares will not be issued. There is a charge of $5.00 for each
certificate issued.
<PAGE>
7. FEE SCHEDULE
Reinvestment of quarterly dividend 3% of dividend,
maximum $3.00
Investment of optional cash $3.00
Issuance of certificate $5.00 per certificate
Safekeeping of certificate(s) $3.00 (one time only)
Sale of stock through the Plan $15.00 plus commissions
per transaction
Duplicate statements $5.00 immediately
preceding calendar year,
$20.00 each earlier year
other than the
immediately preceding
year
8. VOTING RIGHTS
The Company will provide each participant with a proxy card
for the total number of shares registered in the participant's
name and those held by the Agent for the participant's account
under the Plan. If the proxy card is returned properly signed and
marked for voting, the shares covered thereby will be voted as
marked. If a properly signed proxy card is returned without
voting instructions, the shares covered thereby will be voted in
accordance with the recommendations of the Company's management.
The total number of whole shares held may also be voted in person
at any meeting. Fractional shares held in Plan accounts cannot be
voted.
9. STOCK DIVIDENDS, SPLITS AND RIGHTS OFFERINGS
Any stock dividends of shares resulting from a stock split,
distributed by the Company, will be mailed directly to the
participant in the usual manner as to shares registered in the
name of the participant and will be credited to the participant's
Plan account as to shares held for the participant by the Agent.
In the event that the Company makes available to its
stockholders rights to purchase additional shares, such rights
accruing to shares registered in the name of the participant will
be sent to the participant, but rights accruing to shares held by
the Agent for participants will be sold and the proceeds invested
in additional shares of Common Stock prior to or with the next
regular cash dividend. Any participant who wishes to exercise
stock purchase rights as to shares held by the Agent must request
<PAGE>
that a stock certificate for such shares be sent to him by the
Agent prior to the record date of the rights offering.
10. ASSIGNABILITY
Shares held by the Agent under the Plan may not be pledged.
A participant who wishes to pledge such shares must request that
certificates for such shares be issued to the participant.
11. WITHDRAWAL FROM THE PLAN
A participant may withdraw from the Plan by sending a
written notice of withdrawal to the Agent. If the withdrawal
notice is received by the Agent after the date record ownership is
determined for the payment of a dividend, the withdrawal will not
be effective until after the payment of such dividend, the
proceeds of which will be reinvested in shares under the Plan.
When a participant withdraws from the Plan, or upon termination of
the Plan by the Company, certificates for whole shares credited to
the participant's account under the Plan will be issued to the
participant and a cash payment made for any fraction of a share,
unless the participant requests that some or all whole shares be
sold.
If the participant requests that some or all of the shares,
both whole and fractional, credited to his account be sold by the
Agent, the Agent will sell such shares as soon as practicable
following receipt of the request and will send the participant a
check for the proceeds, less any brokerage commission and transfer
tax, and a transaction fee of $15.00 for each sale of any number
of whole shares.
<PAGE>
Full and fractional shares sold may be combined with those
of other terminating participants, in which case the proceeds for
each participant will be based on the average sale price of all
such shares.
There are no requirements for certification of a
participant's request to terminate participation or to authorize
the Agent to sell a participant's shares unless a legal transfer,
such as transfers involving fiduciaries, is involved, in which
event required certification will vary depending upon governing
state law.
12. MODIFICATION OR TERMINATION
The Company may, upon written notice to all participants,
change, suspend or terminate the Plan at any time.
13. TAX EFFECT
For Federal income tax purposes dividend payments applied to
the purchase of new shares are included in taxable income. Cash
payments when whole or fractional shares are sold, either upon
withdrawal from the Plan or otherwise, may result in gain or loss
for tax purposes. The amount of such gain or loss generally will
be measured by the difference between the amount received for such
shares or fraction of a share and the tax basis thereof.
Quarterly statements should be retained to help determine
the tax basis of shares acquired under the Plan. For additional
information or other possible tax consequences, participants are
advised to consult their tax advisors.
<PAGE>
14. RESPONSIBILITY
The Company, except to the extent otherwise required under
applicable state and federal securities laws, and the Agent will
not be liable for any act or omission to act done or made in good
faith in administering the Plan.
PARTICIPANTS SHOULD RECOGNIZE THAT NEITHER THE COMPANY
NOR THE AGENT CAN ASSURE THEM OF A PROFIT OR PROTECT
THEM AGAINST A LOSS ON THE SHARES PURCHASED BY THEM
UNDER THE PLAN OR OTHERWISE.
15. APPLICABLE LAWS AND REGULATIONS
The Plan shall be conducted in accordance with all
applicable laws. The obligations of the Company to offer, issue
or sell shares of its Common Stock shall be subject (a) to the
obtaining by the Company of all approvals, authorizations and
consents which may be required from (i) all regulatory authorities
having jurisdiction, including the Securities and Exchange
Commission under the Public Utility Holding Company Act of 1935,
and (ii) any stock exchange on which the Common Stock of the
Company may then be listed and (b) to the condition that at the
time of purchase the price at which shares are being purchased
shall be at least equal to the then par value of the stock being
purchased.
Under Article XIII of the Articles of Incorporation of the
Company, Article VI of the By-laws of the Company and Section 2-
418 of the Corporations and Associations Article of the Annotated
Code of Maryland, directors and officers are entitled to
indemnification by the Company against liability which they may
<PAGE>
incur in their respective capacities as directors and officers
under certain circumstances. Insofar as indemnification for
liabilities arising under the Securities Act of 1933, as amended
(the Act), may be permitted to directors or officers pursuant to
the foregoing provisions, the Company has been informed that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is therefore unenforceable.
USE OF PROCEEDS
The net proceeds from the sale of shares of Common Stock
pursuant to the Plan will be added to the Company's general funds
and will be used to make capital contributions and advances to its
direct and indirect Subsidiaries, to acquire notes or stock of
such Subsidiaries, and to finance other corporate needs. The
Subsidiaries will use the funds (and revenues from their
operations) directly or indirectly to finance their construction
programs and for other corporate purposes.
THE COMMON STOCK
The Common Stock is the only class of capital stock of the
Company authorized or outstanding. At December 9, 1994, there
were 118,894,110 shares outstanding of the 260,000,000 shares
authorized to be issued.
The outstanding shares of Common Stock are, and the
additional shares of Common Stock upon issuance will be, fully
paid and nonassessable. The following is a brief summary of
certain provisions of the Charter of the Company.
<PAGE>
Dividend Rights: The Board of Directors may declare
dividends on Common Stock, payable at such times as it may
determine, out of available retained earnings or net income.
Supplemental indentures relating to certain outstanding bonds of
Subsidiaries contain dividend restrictions, under the most
restrictive of which $461,539,000 of consolidated retained
earnings at September 30, 1994, is not available for cash
dividends on their common stocks, except that a portion thereof
may be paid as cash dividends where concurrently an equivalent
amount of cash is received by a subsidiary as a capital
contribution or as the proceeds of the issue and sale of shares of
such subsidiary's common stock. Retained earnings available for
dividends on Common Stock amounted to $444,879,000 at September
30, 1994.
Liquidation Rights: The holders of Common Stock are
entitled to receive the assets of the Company available for
distribution to its stockholders.
Voting Rights: The holders of Common Stock are entitled to
one vote per share with the right to cumulative voting in
elections of directors.
Preemptive Rights: No holder of Common Stock is entitled as
a matter of right to subscribe to any new or additional shares of
Common Stock, or any security convertible into Common Stock,
unless the same is offered for money other than by a public
offering or an offering to or through underwriters or investment
bankers who agree promptly to make a public offering.
<PAGE>
EXPERTS
The financial statements incorporated in this Prospectus by
reference to the Annual Report have been so incorporated in
reliance on the report of Price Waterhouse LLP, independent
accountants, given on the authority of said firm as experts in
auditing and accounting.
VALIDITY OF THE COMMON STOCK
The validity of the Common Stock offered hereby is being
passed upon by Sullivan & Cromwell, 125 Broad Street, New York,
New York 10004.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Estimated
Amounts
SEC 1933 Act registration fee.................................... $ 37,285
SEC 1935 Act filing fee.......................................... $ 2,000
Stock Exchanges' listing fees.................................... $ 19,000
Legal fees....................................................... $ 50,000
Blue Sky fees and expenses....................................... $ 7,500
Accountant's fees................................................ $ 10,000
Annual Agent's administration fees and expenses.................. $100,000
Miscellaneous.................................................... $ 10,000
Total.................................................... $235,785
Item 15. Indemnification of Directors and Officers.
Under Article XIII of the Articles of Incorporation of the
Company, Article VI of the By-laws of the Company, and Sections 2-418 of the
Corporations and Associations Article of the Annotated Code of Maryland,
directors and officers are entitled to indemnification by the Company against
liability which they may incur in their respective capacities as directors and
officers under certain circumstances. Directors' and Officers' Liability
Insurance is carried in an amount of $80,000,000 with a $500,000 corporate
reimbursement.
Item 16. Exhibits.
Exhibit
Number
4(a) Charter of the Company, as amended.*
4(b) By-laws of the Company.**
5 Opinion and consent of Sullivan & Cromwell.
23(a) Consent of Independent Accountants, Price
Waterhouse LLP.
23(b) Consent of Sullivan & Cromwell (included in
their opinion filed as Exhibit 5).
24 Power of Attorney. (Contained in the
"Signatures" page hereof.)
* Incorporated by reference from Exhibit (a)(3) to the
Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1993 (File No. 1-267).
** Incorporated by reference from Exhibit(a)(3) to the
Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1990 (File No. 2-167).
II-1
<PAGE>
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually or in
the aggregate, represents a fundamental change in the
information set forth in the registration statement;
and
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
II-2
<PAGE>
(4) That, for purposes of determining any liability
under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference
in this registration statement shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of New York, State of New York, on the 1st day of December.
ALLEGHENY POWER SYSTEM, INC.
By KLAUS BERGMAN
(Klaus Bergman, Chief Executive Officer)
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned
officers and directors of Allegheny Power System, Inc., a Maryland
corporation, for himself or herself and not for one another, does
hereby constitute and appoint STANLEY I. GARNETT, II, ESQ. and
NANCY H. GORMLEY, ESQ. and each of them, a true and lawful
attorney in his or her name, place and stead, in any and all
capacities, to sign his or her name to any and all amendments,
including post-effective amendments, to this Registration
Statement, and to cause the same to be filed with the Securities
and Exchange Commission, granting unto said attorneys and each of
them full power and authority to do and perform any act and thing
necessary and proper to be done in the premises, as fully and to
all intents and purposes as the undersigned could do if personally
present, and each of the undersigned for himself or herself hereby
ratifies and confirms all that said attorneys or any one of them
shall lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons in the capacities indicated on December 1, 1994.
Signature Title
KLAUS BERGMAN Chairman of the Board and
(Klaus Bergman) Chief Executive Officer and Director
(principal executive officer)
ALAN J. NOIA President and
(Alan J. Noia) Chief Operating Officer and Director
STANLEY I. GARNETT, II Senior Vice President
(Stanley I. Garnett, II) (principal financial officer)
KENNETH M. JONES Vice President and Comptroller
(Kenneth M. Jones) (principal accounting officer)
ELEANOR BAUM Director
(Eleanor Baum)
WILLIAM L. BENNETT Director
(William L. Bennett)
WENDELL F. HOLLAND Director
(Wendell F. Holland)
PHILLIP E. LINT Director
(Phillip E. Lint)
Director
(Edward H. Malone)
II-4
<PAGE>
Signature Title
FRANK A. METZ, JR. Director
(Frank A. Metz, Jr.)
STEVEN H. RICE Director
(Steven H. Rice)
GUNNAR E. SARSTEN Director
(Gunnar E. Sarsten)
PETER L. SHEA Director
(Peter L. Shea)
II-5
<PAGE>
INDEX TO EXHIBITS
Sequential page
Exhibits number
4(a) Charter of the Company, as amended.*
4(b) By-laws of the Company.**
5 Opinion and consent of Sullivan & Cromwell.
23(a) Consent of Independent Accountants, Price
Waterhouse LLP.
23(b) Consent of Sullivan & Cromwell (included
in their opinion filed as Exhibit 5).
24 Power of Attorney. (Contained in the
"Signatures" page hereof.)
* Incorporated by reference from Exhibit (a)(3) to the
Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1993 (File No. 1-267).
** Incorporated by reference from Exhibit (a)(3) to the
Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1990 (File No. 1-267).
Exhibit 5.
December 22, 1994
Allegheny Power System, Inc.,
12 East 49th Street,
New York, New York 10017.
Dear Sirs:
We refer to the Application or Declaration on Form
U-1 of Allegheny Power System, Inc. (the "Company"), filed
under the Public Utility Holding Company Act of 1935, with
respect to the issue and sale by the Company of up to
6,025,000 additional shares of its Common Stock (the
"Additional Common Stock"), and also to the Registration
Statement on Form S-3 being filed by the Company today under
the Securities Act of 1933, as amended (the "Act"), with
respect to 5,000,000 shares of the Additional Common Stock
(the "Dividend Plan Common Stock").
We understand that the Dividend Plan Common Stock
will be issued by the Company pursuant to a Dividend
Reinvestment Plan described in said Form S-3 (the "Plan");
that the issuance of the Dividend Plan Common Stock will be
duly authorized by the Board of Directors of the Company;
that the Dividend Plan Common Stock will be duly issued in
accordance with the terms of the Plan; that all amendments
necessary to complete the above-mentioned Application or
Declaration and Registration Statement and to complete the
application filed by the Company with respect to the
Dividend Plan Common Stock with the Public Service
Commission of Maryland will be filed with the appropriate
regulatory commissions; and that all other necessary
corporate action by the Board of Directors and officers of
the Company in connection with the proposed issuance of the
Dividend Plan Common Stock by the Company has been or will
be taken prior thereto.
We, as your counsel, have examined such corporate
records, certificates and other documents, and such
questions of law, as we have considered necessary or
appropriate for the purposes of this opinion. Upon the
basis of such examination, we advise you that, in our
opinion:
1. The Company is a corporation duly organized
and validly existing under the laws of the State of
Maryland; and
2. Subject to the terms of the Plan, when
(a) the action outlined above shall have been duly taken,
(b) the above-mentioned Application or Declaration,
Registration Statement and application, as so amended, shall
have become effective or been approved pursuant to
appropriate orders of the above-mentioned regulatory
commissions, and (c) the Dividend Plan Common Stock shall
have been issued in accordance with the procedure outlined
above and in accordance with such orders of such regulatory
commissions,
(i) All present state laws applicable
to the proposed transaction will have been
complied with;
(ii) Under present laws, the Dividend
Plan Common Stock will be validly issued, fully
paid and nonassessable, and the holders thereof
will be entitled to the rights and privileges
appertaining thereto set forth in the Company's
Charter; and
(iii) The consummation of such proposed
transaction will not violate the legal rights of
the holders of any securities issued by the
Company or any associate company thereof.
This opinion does not relate to State Blue Sky or
securities laws.
We hereby consent to the reference to us under the
caption "Validity of the Common Stock" in the prospectus
included in the above-mentioned Registration Statement and
to the filing of this opinion as an exhibit to the
above-mentioned Application or Declaration and Registration
Statement. In giving such consent, we do not thereby admit
that we are in the category of persons whose consent is
required under Section 7 of the Act.
Very truly yours,
SULLIVAN & CROMWELL
Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated February 3, 1994, of Allegheny Power System, Inc. appearing in the
Consolidated Annual Report for Allegheny Power System, Inc., Allegheny
Generating Company, Monongahela Power Company, The Potomac Edison Company and
West Penn Power Company on Form 10-K for the year ended December 31, 1993. We
also consent to the reference to us under the heading "EXPERTS" in such
Prospectus.
PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
December 22, 1994
New York, New York
