File No. 70-7888
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 6
TO
FORM U-1
APPLICATION OR DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Allegheny Power System, Inc. Monongahela Power Company
Tower Forty Nine 1310 Fairmont Avenue
12 East 49th Street Fairmont, WV 26554
New York, NY 10017
Allegheny Power Service Corporation The Potomac Edison Company
800 Cabin Hill Drive 10435 Downsville Pike
Greensburg, PA 15601 Hagerstown, MD 21740
Allegheny Generating Company West Penn Power Company
Tower Forty Nine 800 Cabin Hill Drive
12 East 49th Street Greensburg, PA 15601
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, Esquire
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>
Applicants hereby amend their Application or Declaration on Form U-1 as
follows:
1. Applicants hereby amend Item 1. Description of Proposed
Transactions, by adding the following to the end thereof:
The proposed transaction involves (a) the continuation of short-
term financing programs for Allegheny Power System, Inc. ("Allegheny"), New
York, New York, a registered holding company, together with its wholly-owned
public-utility subsidiary companies, Monongahela Power Company
("Monongahela"), Fairmont, West Virginia; The Potomac Edison Company ("Potomac
Edison"), Hagerstown, Maryland; and West Penn Power Company ("West Penn"),
Greensburg, Pennsylvania for the period December 31, 1995 to December 31,
1997, and the continuation of both the short-term financing program and the
borrowing program (including guarantees of such borrowings as hereinafter
described) under a Revolving Credit Agreement for Allegheny Generating Company
("AGC"), New York, New York, a wholly-owned electric generating subsidiary
company of Monongahela, Potomac Edison and West Penn, for the period December
31, 1995 to December 31, 1997 and (b) the continuation of the Allegheny Power
System Money Pool for the period December 31, 1995 to December 31, 1997 by
Allegheny, Monongahela, Potomac Edison, and West Penn, together with another
wholly-owned subsidiary of Allegheny, Allegheny Power Service Corporation
("APSC"), Greensburg, Pennsylvania, as Agent and Administrator of the Money
Pool, together with AGC. (Each of the above-named companies is sometimes
herein called an "Applicant", and collectively are sometimes referred to as
"Applicants.") The short-term financing programs, the borrowing program and
the Money Pool were previously authorized by orders dated January 29, 1992,
February 28, 1992, July 14, 1992, and November 5, 1993 (HCAR Nos. 25462,
25481, 25581, and 25919, respectively) ("Prior Orders").
A. Short-Term Debt Programs
Allegheny, Monongahela, Potomac Edison, West Penn, and AGC hereby
request that from December 31, 1995 to December 31, 1997, the exemption from
the provisions of Section 6(a) of the Public Utility Holding Company Act of
1935 afforded to them by the first sentence of Section 6(b), which had
previously been granted in the Prior Orders, be continued. Allegheny,
Monongahela, Potomac Edison, West Penn, and AGC request that their prior
authorization be continued to the extent necessary to cover the issuance of
short-term debt in aggregate amounts not to exceed the following amounts
outstanding at any one time for each of the following Applicants:
Allegheny $165 Million
Monongahela 100 Million
Potomac Edison 115 Million
West Penn 170 Million
AGC 75 Million
(1) Bank Lines of Credit
Allegheny and its affiliates, Monongahela, Potomac Edison, and
West Penn, have established bank lines of credit for short-term borrowings as
follows:
<PAGE>
Chemical Bank $ 30 million
New York, NY
Citibank, N.A. $ 20 million
New York, NY
Pittsburgh National Bank $ 30 million
Pittsburgh, PA
Swiss Bank $ 20 million
New York, NY
J. P. Morgan Bank $ 20 million
Wilmington, DE
Mellon Bank $ 20 million
Pittsburgh, PA
NationsBank of North Carolina $ 15 million
New York, NY
The Bank of Nova Scotia $ 15 million
New York, NY
Credit Suisse $ 10 million
New York, NY
Bank of New York $ 10 million
New York, NY
Sanwa Bank $ 10 million
New York, NY
Integra Bank $ 10 million
Pittsburgh, PA
Huntington Bank $ 10 million
Charleston, WV
Southwest Bank $ 5 million
Greensburg, PA
Allegheny and its affiliates have agreed to pay for each of the
lines of credit above an annual cash fee no greater than 10 basis points on
all or the balance of the line of credit.
(2) Notes to Banks and Commercial Paper
Allegheny, Monongahela, Potomac Edison, and West Penn each propose
to borrow short-term funds through the issuance of notes to banks and dealers
<PAGE>
in commercial paper in aggregate amounts not to exceed the following amounts
outstanding at any one time:
Allegheny $165 Million
Monongahela $100 Million
Potomac Edison $115 Million
West Penn $170 Million
It is proposed that such notes and commercial paper will be issued from time-
to-time prior to December 31, 1997 provided that no such notes or commercial
paper shall mature after June 30, 1998.
Each note payable to a bank will be dated as of the date of the
borrowing which it evidences, will mature not more than two hundred-seventy
(270) days after the date of issuance or renewal thereof, will bear interest
at a mutually agreed upon rate, provided that the effective rate for any 30-
day period, on an annualized basis, will not exceed prime plus 2 percentage
points and may or may not have prepayment privileges. Each note payable shall
have such other terms and be subject to such other conditions as are set forth
in the initial Application or Declaration at this file number. It is
estimated that the maximum aggregate amount of any short-term borrowings on
behalf of Allegheny and its affiliates (but not including AGC) at any one time
outstanding, when taken together with any commercial paper then outstanding
and funds borrowed by such affiliates under the Money Pool, will not be in
excess of $550 million.
The commercial paper will be in the form of promissory notes and
will be of varying maturities, with no maturity more than 270 days after the
date of issue. The commercial paper shall have such other terms and be
subject to such other conditions as are set forth in the initial Application
or Declaration at this file number.
Allegheny, Monongahela, Potomac Edison, and West Penn hereby also
request authority to continue to file Certificates under Rule 24 with respect
to the issuance and sale of short-term debt hereafter consummated pursuant to
this Application or Declaration on a semiannual basis.
(3) AGC Commercial Paper Program
AGC hereby requests that the exemption from the provisions of
Section 6(a) of the Public Utility Holding Company Act of 1935 afforded to it
by the first sentence of Section 6(b) and previously granted in the Prior
Orders be continued from December 31, 1995 to December 31, 1997 to the extent
necessary to cover the issuance of commercial paper in an amount up to $75
million.
It is proposed that commercial paper notes will be issued by AGC
from time to time prior to December 31, 1997. The terms and conditions of the
Commercial Paper Program will remain the same as those contained in the
original Application or Declaration at this file number, as amended.
<PAGE>
AGC's commercial paper is backed by a funding commitment through a
$50 million Revolving Credit Agreement dated as of May 15, 1985, with a group
of seven banks (the "Revolving Credit Agreement"). AGC is seeking to continue
its borrowing authority under the Revolving Credit Agreement through
December 31, 1997 and is seeking permission to establish through December 31,
1997 a line of credit of up to $25 million, but only if necessary and if the
Revolving Credit Agreement is not sufficient. The Revolving Credit Agreement
provides for a credit facility pursuant to which promissory notes ("Notes")
may be issued in the maximum aggregate principal amount of $50 million. The
Notes will have a maturity of no later than December 31, 1998. The Agreement
provides that the lending banks may extend the maturity of the Notes for one-
year periods. In order to extend the maturity date of the Notes beyond
December 31, 1998, however, AGC must seek further Commission authorization.
Total AGC debt outstanding, including the Revolving Credit Agreement, this
commercial paper issuance, and a $25 million line of credit, but not including
the Debentures and Medium Term Notes authorized previously by the Commission
at File Nos. 70-7246, and 70-7548, will not at any time exceed $75 million.
Monongahela, Potomac Edison, and West Penn, severally and not
jointly, guarantee 27%, 28%, and 45%, respectively, of the amount due the
banks from AGC pursuant to the Revolving Credit Agreement. Monongahela,
Potomac Edison, and West Penn request authority to extend their guarantees
through December 31, 1997.
AGC hereby also requests authority to continue to file
Certificates under Rule 24 with respect to the issuance and sale of short-term
debt hereafter consummated pursuant to this Post-Effective Amendment on a
semiannual basis.
B. Money Pool
Applicants hereby seek to continue the Allegheny Power System
Money Pool from December 31, 1995 to December 31, 1997. The operation of the
Money Pool is designed to match, on a daily basis, the available cash and
short-term borrowing requirements of the Applicants, thereby minimizing the
need for short-term borrowings to be made by the Applicants from external
sources. Allegheny is a participant in the Money Pool only insofar as it has
funds available for lending through the Money Pool. Allegheny may not borrow
from the Money Pool. AGC will be allowed to borrow from, but not invest in,
the Money Pool. Other characteristics of the Money Pool are described in the
initial Application or Declaration at this file number.
The Applicants believe that the cost of the proposed borrowings
through the Money Pool will generally be more favorable to the borrowing
participants than the comparable cost of external short-term borrowings, and
the yield to the participants contributing available funds to the Pool will
generally be higher than the typical yield on short-term investments.
<PAGE>
C. Application of Proceeds
Allegheny may use the proceeds of its proposed short-term
borrowings to acquire common stock of its subsidiaries and for other general
corporate purposes including the financing of construction and property
acquisitions. Allegheny may also make capital contributions to its direct and
advances to its indirect subsidiaries or other types of loans to its
subsidiaries.
Neither Allegheny nor any subsidiary thereof currently has an
ownership interest in an exempt wholesale generator ("EWG") or foreign utility
company ("FUCO") as defined in Sections 32 or 33 of the Act. However, some of
the proceeds from the financing transactions proposed herein may be used by
Allegheny as a capital contribution to a nonutility subsidiary which could
acquire an interest in an EWG or a FUCO. Neither Allegheny nor any subsidiary
thereof currently or as a consequence of the transactions proposed herein will
be a party to, or has any rights under, a service, sales, or construction
agreement with an EWG or a FUCO.
In addition, Allegheny may use the proceeds of such proposed
borrowings to repurchase shares of Allegheny common stock in order to fund its
Dividend Reinvestment and Stock Purchase Plan and Employee Stock Option and
Stock Purchase Plan in lieu of issuing additional new shares of common stock
pursuant to such plans. When it is determined by Allegheny which of the
foregoing possible applications of proceeds it will make, and if such
application requires further action by the Commission, Allegheny will make
such further filings with the Commission as are necessary.
Monongahela, Potomac Edison, and West Penn will each use the
proceeds of their proposed short-term borrowings to operate their respective
business as an electric utility company, including the financing of
construction and property acquisitions. AGC will use the proceeds of its
proposed short-term borrowings to operate its business as an electric
generating company, including the financing of construction projects.
Except as described herein, no associate company or affiliate of
the Applicants or any affiliate of any such associate company has any material
interest, directly or indirectly, in the proposed transactions.
2. Applicants hereby amend Item 6. Exhibits and Financial
Statements, by adding the following:
(a) Exhibits
F-b Opinion of Counsel.
G Financial Data Schedules (to be filed by
amendment).
H-1-b Form of Notice.
<PAGE>
(b) Financial Statements as of June 30, 1995
1-A(i) Balance sheets of Monongahela per books
and pro forma (to be filed by amendment).
2-A(i) Balance sheets of Potomac Edison per books
and pro forma (to be filed by amendment).
3-A(i) Balance sheets of West Penn per books and
pro forma (to be filed by amendment).
4-A(i) Allegheny and subsidiaries consolidated
balance sheet, per books and pro forma (to
be filed by amendment).
5-A(i) Balance sheets of AGC per books and pro
forma (to be filed by amendment).
1-B(i) Statements of income of Monongahela per
books and pro forma, and earned surplus
(to be filed by amendment).
2-B(i) Statements of income of Potomac Edison per
books and pro forma, and earned surplus
(to be filed by amendment).
3-B(i) Statements of income of West Penn per
books and pro forma, and earned surplus
(to be filed by amendment).
4-B(i) Allegheny and subsidiaries consolidated
statements of income, per books and pro
forma, and earned surplus (to be filed by
amendment).
5-B(i) Statements of income of AGC per books and
pro forma, and earned surplus (to be filed
by amendment).
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company
Act of 1935, the undersigned Applicants have duly caused this statement to be
signed on their behalf by the undersigned thereunto duly authorized.
ALLEGHENY POWER SYSTEM, INC.
ALLEGHENY POWER SERVICE CORPORATION
ALLEGHENY GENERATING COMPANY
MONONGAHELA POWER COMPANY
THE POTOMAC EDISON COMPANY
WEST PENN POWER COMPANY
By NANCY H. GORMLEY
Nancy H. Gormley
Counsel
Dated: September 22, 1995
L:\MONYPOOL\POST-EFF.6
EXHIBIT F-b
September 22, 1995
Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
Gentlemen:
In connection with (1) the short-term debt programs for Allegheny
Power System, Inc. ("Allegheny") and its affiliates, Monongahela Power Company
("Monongahela"), The Potomac Edison Company ("Potomac Edison"), West Penn
Power Company ("West Penn"), and Allegheny Generating Company ("AGC"); and (2)
the continuation of the Allegheny Power System Money Pool by Allegheny,
Monongahela, Potomac Edison, West Penn, AGC, and their affiliate, Allegheny
Power Service Corporation ("APSC") (hereinafter collectively referred to as
the "APS Companies"), as described in the Application or Declaration on Form
U-1, as amended, filed by the APS Companies with the Commission under the
Public Utility Holding Company Act of 1935, I have examined, among other
things, Post-Effective Amendment No. 6 to said Application or Declaration and
such other matters as I deemed necessary.
In my opinion, if the said Post-Effective Amendment No. 6 is
permitted to become effective by the Commission, and approved by the Boards of
Directors of each of the APS Companies, and if the proposed transactions are
consummated in accordance with the said Post-Effective Amendment No. 6: (a)
all state laws applicable to the proposed transactions will have been complied
with; (b) Allegheny, Monongahela, Potomac Edison, West Penn and AGC, the
issuers of the proposed notes and of the commercial paper, are validly
organized and duly existing corporations and such notes and such commercial
paper will be valid and binding obligations of the issuing company (Allegheny,
Monongahela, Potomac Edison, West Penn or AGC) in accordance with their terms;
and (c) the consummation of the proposed transactions will not violate the
legal rights of the holders of any securities issued by any of the APS
Companies.
I am also of the opinion that the issuance and reissuance and sale
of the proposed notes to banks or commercial paper is not prohibited by the
provisions of Rule 70 promulgated under the Act.
<PAGE>
I consent to the use of this opinion as part of the above Post-
Effective Amendment No. 6 filed by the APS Companies.
Very truly yours,
NANCY H. GORMLEY
Nancy H. Gormley
Counsel for
ALLEGHENY POWER SYSTEM, INC.
ALLEGHENY POWER SERVICE CORPORATION
ALLEGHENY GENERATING COMPANY
MONONGAHELA POWER COMPANY
THE POTOMAC EDISON COMPANY
WEST PENN POWER COMPANY
EXHIBIT H-1-b
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35- : )
Allegheny Power System, Inc., et al.
Notice of Continuation of Short-Term Borrowings;
Continuation of Allegheny Power System Money Pool
Allegheny Power System, Inc., a registered holding company,
(hereinafter "APS"), together with its affiliates, Monongahela Power Company
("Monongahela"), The Potomac Edison Company ("Potomac Edison"), West Penn
Power Company ("West Penn"), Allegheny Power Service Corporation ("APSC"), and
Allegheny Generating Company, ("AGC"), has filed a post-effective amendment to
an Application or Declaration pursuant to Sections 6, 7, 9(a), 10 and 12 of
the Public Utility Holding Company Act of 1935 (the "Act") and Rules 43 and 45
thereunder.
The proposed transaction involves (a) the continuation of short-
term financing programs for Allegheny Power System, Inc. ("Allegheny"), New
York, New York, a registered holding company, together with its wholly-owned
public-utility subsidiary companies, Monongahela Power Company
("Monongahela"), Fairmont, West Virginia; The Potomac Edison Company ("Potomac
Edison"), Hagerstown, Maryland; and West Penn Power Company ("West Penn"),
Greensburg, Pennsylvania for the period December 31, 1995 to December 31,
1997, and the continuation of both the short-term financing program and the
borrowing program (including guarantees of such borrowings as hereinafter
described) under a Revolving Credit Agreement for Allegheny Generating Company
("AGC"), New York, New York, a wholly-owned electric generating subsidiary
company of Monongahela, Potomac Edison and West Penn, for the period December
31, 1995 to December 31, 1997 and (b) the continuation of the Allegheny Power
System Money Pool for the period December 31, 1995 to December 31, 1997 by
Allegheny, Monongahela, Potomac Edison, and West Penn, together with another
wholly-owned subsidiary of Allegheny, Allegheny Power Service Corporation
("APSC"), Greensburg, Pennsylvania, as Agent and Administrator of the Money
Pool, together with AGC. (Each of the above-named companies is sometimes
herein called an "Applicant", and collectively are sometimes referred to as
"Applicants.") The short-term financing programs, the borrowing program and
the Money Pool were previously authorized by orders dated January 29, 1992,
February 28, 1992, July 14, 1992, and November 5, 1993 (HCAR Nos. 25462,
25481, 25581, and 25919, respectively) ("Prior Orders").
A. Short-Term Debt Programs
Allegheny, Monongahela, Potomac Edison, West Penn, and AGC hereby
request that from December 31, 1995 to December 31, 1997, the exemption from
the provisions of Section 6(a) of the Public Utility Holding Company Act of
1935 afforded to them by the first sentence of Section 6(b), which had
previously been granted in the Prior Orders, be continued. Allegheny,
Monongahela, Potomac Edison, West Penn, and AGC request that their prior
authorization be continued to the extent necessary to cover the issuance of
<PAGE>
short-term debt in aggregate amounts not to exceed the following amounts
outstanding at any one time for each of the following Applicants:
Allegheny $165 Million
Monongahela 100 Million
Potomac Edison 115 Million
West Penn 170 Million
AGC 75 Million
(1) Bank Lines of Credit
Allegheny and its affiliates, Monongahela, Potomac Edison, and
West Penn, have established bank lines of credit for short-term borrowings as
follows:
Chemical Bank $ 30 million
New York, NY
Citibank, N.A. $ 20 million
New York, NY
Pittsburgh National Bank $ 30 million
Pittsburgh, PA
Swiss Bank $ 20 million
New York, NY
J. P. Morgan Bank $ 20 million
Wilmington, DE
Mellon Bank $ 20 million
Pittsburgh, PA
NationsBank of North Carolina $ 15 million
New York, NY
The Bank of Nova Scotia $ 15 million
New York, NY
Credit Suisse $ 10 million
New York, NY
Bank of New York $ 10 million
New York, NY
Sanwa Bank $ 10 million
New York, NY
Integra Bank $ 10 million
Pittsburgh, PA
<PAGE>
Huntington Bank $ 10 million
Charleston, WV
Southwest Bank $ 5 million
Greensburg, PA
Allegheny and its affiliates have agreed to pay for each of the
lines of credit above an annual cash fee no greater than 10 basis points on
all or the balance of the line of credit.
(2) Notes to Banks and Commercial Paper
Allegheny, Monongahela, Potomac Edison, and West Penn each propose
to borrow short-term funds through the issuance of notes to banks and dealers
in commercial paper in aggregate amounts not to exceed the following amounts
outstanding at any one time:
Allegheny $165 Million
Monongahela $100 Million
Potomac Edison $115 Million
West Penn $170 Million
It is proposed that such notes and commercial paper will be issued from time-
to-time prior to December 31, 1997 provided that no such notes or commercial
paper shall mature after June 30, 1998.
Each note payable to a bank will be dated as of the date of the
borrowing which it evidences, will mature not more than two hundred-seventy
(270) days after the date of issuance or renewal thereof, will bear interest
at a mutually agreed upon rate, provided that the effective rate for any 30-
day period, on an annualized basis, will not exceed prime plus 2 percentage
points and may or may not have prepayment privileges. Each note payable shall
have such other terms and be subject to such other conditions as are set forth
in the initial Application or Declaration at this file number. It is
estimated that the maximum aggregate amount of any short-term borrowings on
behalf of Allegheny and its affiliates (but not including AGC) at any one time
outstanding, when taken together with any commercial paper then outstanding
and funds borrowed by such affiliates under the Money Pool, will not be in
excess of $550 million.
The commercial paper will be in the form of promissory notes and
will be of varying maturities, with no maturity more than 270 days after the
date of issue. The commercial paper shall have such other terms and be
subject to such other conditions as are set forth in the initial Application
or Declaration at this file number.
Allegheny, Monongahela, Potomac Edison, and West Penn hereby also
request authority to continue to file Certificates under Rule 24 with respect
to the issuance and sale of short-term debt hereafter consummated pursuant to
this Application or Declaration on a semiannual basis.
<PAGE>
(3) AGC Commercial Paper Program
AGC hereby requests that the exemption from the provisions of
Section 6(a) of the Public Utility Holding Company Act of 1935 afforded to it
by the first sentence of Section 6(b) and previously granted in the Prior
Orders be continued from December 31, 1995 to December 31, 1997 to the extent
necessary to cover the issuance of commercial paper in an amount up to $75
million.
It is proposed that commercial paper notes will be issued by AGC
from time to time prior to December 31, 1997. The terms and conditions of the
Commercial Paper Program will remain the same as those contained in the
original Application or Declaration at this file number, as amended.
AGC's commercial paper is backed by a funding commitment through a
$50 million Revolving Credit Agreement dated as of May 15, 1985, with a group
of seven banks (the "Revolving Credit Agreement"). AGC is seeking to continue
its borrowing authority under the Revolving Credit Agreement through
December 31, 1997 and is seeking permission to establish through December 31,
1997 a line of credit of up to $25 million, but only if necessary and if the
Revolving Credit Agreement is not sufficient. The Revolving Credit Agreement
provides for a credit facility pursuant to which promissory notes ("Notes")
may be issued in the maximum aggregate principal amount of $50 million. The
Notes will have a maturity of no later than December 31, 1998. The Agreement
provides that the lending banks may extend the maturity of the Notes for one-
year periods. In order to extend the maturity date of the Notes beyond
December 31, 1998, however, AGC must seek further Commission authorization.
Total AGC debt outstanding, including the Revolving Credit Agreement, this
commercial paper issuance, and a $25 million line of credit, but not including
the Debentures and Medium Term Notes authorized previously by the Commission
at File Nos. 70-7246, and 70-7548, will not at any time exceed $75 million.
Monongahela, Potomac Edison, and West Penn, severally and not
jointly, guarantee 27%, 28%, and 45%, respectively, of the amount due the
banks from AGC pursuant to the Revolving Credit Agreement. Monongahela,
Potomac Edison, and West Penn request authority to extend their guarantees
through December 31, 1997.
AGC hereby also requests authority to continue to file
Certificates under Rule 24 with respect to the issuance and sale of short-term
debt hereafter consummated pursuant to this Post-Effective Amendment on a
semiannual basis.
B. Money Pool
Applicants hereby seek to continue the Allegheny Power System
Money Pool from December 31, 1995 to December 31, 1997. The operation of the
Money Pool is designed to match, on a daily basis, the available cash and
short-term borrowing requirements of the Applicants, thereby minimizing the
need for short-term borrowings to be made by the Applicants from external
<PAGE>
sources. Allegheny is a participant in the Money Pool only insofar as it has
funds available for lending through the Money Pool. Allegheny may not borrow
from the Money Pool. AGC will be allowed to borrow from, but not invest in,
the Money Pool. Other characteristics of the Money Pool are described in the
initial Application or Declaration at this file number.
The Applicants believe that the cost of the proposed borrowings
through the Money Pool will generally be more favorable to the borrowing
participants than the comparable cost of external short-term borrowings, and
the yield to the participants contributing available funds to the Pool will
generally be higher than the typical yield on short-term investments.
C. Application of Proceeds
Allegheny may use the proceeds of its proposed short-term
borrowings to acquire common stock of its subsidiaries and for other general
corporate purposes including the financing of construction and property
acquisitions. Allegheny may also make capital contributions to its direct and
advances to its indirect subsidiaries or other types of loans to its
subsidiaries.
Neither Allegheny nor any subsidiary thereof currently has an
ownership interest in an exempt wholesale generator ("EWG") or foreign utility
company ("FUCO") as defined in Sections 32 or 33 of the Act. However, some of
the proceeds from the financing transactions proposed herein may be used by
Allegheny as a capital contribution to a nonutility subsidiary which could
acquire an interest in an EWG or a FUCO. Neither Allegheny nor any subsidiary
thereof currently or as a consequence of the transactions proposed herein will
be a party to, or has any rights under, a service, sales, or construction
agreement with an EWG or a FUCO.
In addition, Allegheny may use the proceeds of such proposed
borrowings to repurchase shares of Allegheny common stock in order to fund its
Dividend Reinvestment and Stock Purchase Plan and Employee Stock Option and
Stock Purchase Plan in lieu of issuing additional new shares of common stock
pursuant to such plans. When it is determined by Allegheny which of the
foregoing possible applications of proceeds it will make, and if such
application requires further action by the Commission, Allegheny will make
such further filings with the Commission as are necessary.
Monongahela, Potomac Edison, and West Penn will each use the
proceeds of their proposed short-term borrowings to operate their respective
business as an electric utility company, including the financing of
construction and property acquisitions. AGC will use the proceeds of its
proposed short-term borrowings to operate its business as an electric
generating company, including the financing of construction projects.
Except as described herein, no associate company or affiliate of
the Applicants or any affiliate of any such associate company has any material
interest, directly or indirectly, in the proposed transactions.
<PAGE>
The application and any amendments thereto are available for
public inspection through the Commission's Office of Public Reference.
Interested persons wishing to comment or request a hearing should submit their
views in writing by , 1995, to the Secretary, Securities and
Exchange Commission, Washington, DC 20549, and serve a copy on the Applicants
at the addresses specified above. Proof of service (by affidavit or, in case
of an attorney at law, by certificate) should be filed with the request. Any
request for a hearing shall identify specifically the issues of fact or law
that are disputed. A person who so requests will be notified of any hearing,
if ordered, and will receive a copy of any notice or order issued in this
matter. After said date, the application, as filed or as it may be amended,
may be granted.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
