File No. 70-8491
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT NO. 2
TO
FORM U-1
APPLICATION OR DECLARATION
under
The Public Utility Holding Company Act of 1935
ALLEGHENY POWER SYSTEM, INC.
12 East 49th Street
New York, New York 10017
AYP CAPITAL, INC.
12 East 49th Street
New York, New York 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.
12 East 49th Street
New York, NY 10017
(Name and address of agent for service)
<PAGE>
1. Applicants hereby amend Item 1. Description of Proposed
Transactions by adding the following to the end thereof:
AYP Capital will file on an annual basis, within
180 days of the end of each calendar year, a report
pursuant to Rule 24 of the Commission's Rules and
Regulations which describes the nature of each of
Envirotech Partnership's investments, the cost thereof
and the valuation thereof as established pursuant to
Section 8.3 of the Partnership Agreement. Such report
will also detail the receipt of and disposition by AYP
Capital of any Portfolio Company securities received
during the period covered by such report.
2. Applicants hereby amend Item 2. Fees, Commissions and Expenses by
adding the following:
Estimated expenses of APS and AYP Capital in connection with the
Envirotech Partnership will be: Filing fee - Public Utility Holding Company
Act of 1935 - $2,000. All other expenses will be billed at cost by Allegheny
Power Service Corporation, not to exceed $12,000. No other fees, commissions
or expenses are to be paid or incurred by APS or AYP Capital in connection
with the proposed transactions.
<PAGE>
3. Applicants hereby amend Item 6. Exhibits and Financial Statements
by adding the following:
(a) Exhibits
F Opinion of Counsel
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.
AYP CAPITAL, INC.
NANCY H. GORMLEY
Nancy H. Gormley
Counsel
ALLEGHENY POWER SYSTEM, INC.
NANCY H. GORMLEY
Dated: January 31, 1995 Nancy H. Gormley
Vice President
[N. H. GORMLEY'S PERSONAL LETTERHEAD] EXHIBIT F
January 31, 1995
Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
Gentlemen:
Referring to the Application or Declaration on Form U-1 previously
filed by Allegheny Power System, Inc. ("APS") and AYP Capital, Inc. ("AYP
Capital") under the Public Utility Holding Company Act of 1935 with respect to
the proposed investment by APS in AYP Capital to fund AYP Capital's proposed
acquisition, as a limited partner, of up to 9.9% of the interests of all
limited partners in Envirotech Investment Fund I Limited Partnership (the
"Envirotech Partnership"), all as described in the Application or Declaration
of which this Opinion is a part, I have examined such documents and questions
of law as I deemed necessary to enable me to render this opinion.
I understand that the actions taken in connection with the
proposed transactions will be in accordance with the Application or
Declaration; that all amendments necessary to complete the above-mentioned
Application or Declaration will be filed with the Commission; and that all
other necessary corporate action by the Board of Directors and officers of APS
in connection with the described transactions has been or will be taken prior
thereto.
Based upon the foregoing, I am of the opinion that if the said
Application or Declaration is permitted to become effective and the proposed
transactions are consummated in accordance therewith and Envirotech
Partnership complies with all applicable laws and regulations: (a) all state
laws applicable to the proposed transaction will have been complied with; (b)
AYP Capital will legally acquire its limited partnership interest in
Envirotech Partnership; and (c) the consummation of the proposed transactions
will not violate the legal rights of the holders of any of the securities
issued by APS or AYP Capital or by any associate or affiliate company.
This opinion does not relate to State Blue Sky or securities laws.
I consent to the use of this Opinion as part of the Application or
Declaration to which it is appended, which has been filed by APS.
Very truly yours,
NANCY H. GORMLEY
Nancy H. Gormley
Counsel for
ALLEGHENY POWER SYSTEM, INC.
