File No. 70-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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, Esquire
Vice President
Allegheny Power System, Inc.
12 East 49th Street
New York, NY 10017
(Name and address of agent for service)
<PAGE>
Item 1. Description of Proposed Transaction
Allegheny Power System, Inc. (hereinafter "APS"), New York, New
York, a registered holding company, files this Application or Declaration
pursuant to Sections 6(a) and 7 of the Public Utility Holding Company Act of
1935. APS requests authority to issue from time to time a total of not more
than 6,025,000 additional shares of its authorized and unissued common stock,
par value $1.25 per share, as follows: 5,000,000 shares (hereinafter the
"DRISP Additional Common Stock") pursuant to its Dividend Reinvestment and
Stock Purchase Plan (hereinafter the "Dividend Plan"); 1,000,000 shares
(hereinafter the "ESOSP Additional Common Stock") pursuant to its Employee
Stock Ownership and Savings Plan (hereinafter the "ESOSP"); and 25,000 shares
(hereinafter the "Outside Directors' Additional Common Stock") pursuant to the
Restricted Stock Plan for Outside Directors (hereinafter the "Restricted Stock
Plan"). The ESOSP was formerly called the Tax Reduction Act Employee Stock
Ownership Plan ("TRASOP") and the Tax Credit Employee Stock Ownership Plan
("PAYSOP").
In orders dated August 5, 1977, April 29, 1980, June 23, 1983,
June 19, 1984, March 17, 1987 and September 14, 1990 (HCAR Nos. 20131, 21542,
22985, 23333, 24344 and 25150, respectively), the Securities and Exchange
Commission authorized APS to issue and sell an aggregate of 12,000,000 shares,
par value $2.50, under the Dividend Plan and the ESOSP. The aggregate number
of shares of common stock was increased to 24,000,000 shares of common stock,
$1.25 par value, as a result of a 2 for 1 stock split effective November 4,
1993. (See HCAR No. 25911). Out of the 24,000,000 shares, 19,896,888 and
5,041,242 shares have been issued pursuant to the Dividend Plan and the ESOSP,
<PAGE>
respectively, as of December 30, 1994, the last date on which shares were
issued under either of the Plans.
As of December 1, 1994, APS is authorized to issue 260,000,000
shares of its common stock, of which 119,292,954 shares are outstanding.
A. The Dividend Plan
The Dividend Plan makes the following options available, on a
voluntary basis, to all holders of record from time to time of common stock of
APS:
(a) To invest cash dividends automatically, on each quarterly
dividend payment date, in DRISP Additional Common Stock.
(b) To make optional cash purchases of not less than $50 and not
more than $10,000 per quarter of DRISP Additional Common
Stock provided that in each quarter the maximum aggregate
amount of DRISP Additional Common Stock to be made available
for purchase shall not exceed the number of shares which
have been offered to, but not purchased by, the holders of
shares of common stock with cash dividends.
(c) Both (a) and (b).
In each case, the price of the DRISP Additional Common Stock will
be equal to the average of the daily high and low sales prices of APS common
stock as published in the Wall Street Journal Report of New York Stock
Exchange Composite Transactions for the ten (10) trading days prior to the
dividend payment date. In addition, APS reserves the right, as set forth in
<PAGE>
the Dividend Plan, subject to any applicable legal requirements, to cause the
purchase of shares of its common stock on the open market instead of issuing
new shares.
A shareholder may withdraw from the Dividend Reinvestment part of
the Dividend Plan at any time by giving appropriate written notice, and such
withdrawal will have no effect on such shareholder's right to continue to make
optional cash purchases.
Chemical Bank, the transfer agent and registrar of APS's common
stock (hereinafter the "Agent"), administers the Dividend Plan, keeps records,
sends statements to shareholders and performs all other duties related to the
Plan.
In the event optional cash payments exceed the number of shares
available for optional cash purchases (defined in the Dividend Plan as the
number of shares which have been offered to but not purchased by the holders
of shares with cash dividends in that quarter), the available shares will be
allotted among those who have made optional cash payments, in proportion to
the amount of their optional cash payments, and any excess cash remaining will
be refunded to participants without interest.
APS reserves the right to amend, modify, suspend, or terminate the
Dividend Plan at any time subject to Securities and Exchange Commission (the
"Commission") approval with respect to any substantive amendment or
modification. Upon such termination or upon withdrawal from the Dividend Plan
<PAGE>
by any shareholder, certificates for whole shares in the participant's account
will be issued to the participant and a cash payment will be made for any
fraction of a share. The Plan shall be conducted in accordance with all
applicable laws. The obligations of APS to offer, issue or sell shares of its
DRISP Additional Common Stock shall be subject to (a) the obtaining by APS of
all approvals, authorizations and consents which may be required from (i) all
regulatory authorities having jurisdiction, including the Commission under the
Public Utility Holding Company Act of 1935 and (ii) any stock exchange on
which the common stock of APS may then be listed, and (b) the condition that
at any 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.
A more detailed description of the terms and conditions applicable
to the Dividend Plan, including the costs and charges of participation, is
contained in the Dividend Plan itself, a copy of which is attached hereto as
Exhibit B-1. Authorization forms for participation in the Dividend Plan are
attached hereto as Exhibit B-2.
The proceeds from the issuance of the DRISP Additional Common
Stock, the total amount of which cannot be determined, will be used by APS to
make capital contributions to its direct and advances to its indirect
subsidiaries, to acquire notes or stock of such subsidiaries, and for other
general corporate purposes.
<PAGE>
B. The ESOSP
The ESOSP, a copy of which is attached hereto as Exhibit B-3, is
comprised of a Stock Ownership Plan and a Savings Plan. Shares of common
stock are no longer issued under the ESOSP to participants in the Stock
Ownership Plan.
Savings Plan
APS proposes to issue ESOSP Additional Common Stock to the trust
(or cash which shall be used to purchase APS common stock) at least quarterly
in an amount equal in value to fifty percent of a member's contribution (not
to exceed three percent of such Member's Compensation) under the Savings Plan,
all as more fully set forth in Section 4.2 of the ESOSP. The ESOSP Additional
Common Stock issued to the trust for purposes of the Savings Plan will be in
consideration for the past labor and services of qualified employees of APS
and its subsidiaries.
All costs of administration of the ESOSP, in excess of those
allowed to be paid from contributions to the trust, will be paid by the three
wholly-owned subsidiary public utility companies of APS: Monongahela Power
Company; The Potomac Edison Company; and West Penn Power Company.
C. Restricted Stock Plan for Outside Directors
An Outside Directors' Plan is proposed to be established for each
member of APS' Board of Directors and the Boards of Directors of APS'
subsidiaries who is not, at any time during his or her service as a director,
an employee of APS or any of its subsidiaries (hereinafter "Outside
<PAGE>
Director"). The Outside Directors' Plan is attached hereto as Exhibit B-4.
The Outside Directors' Plan provides for each Outside Director to receive an
annual fixed award of 200 shares of APS common stock with respect to each
calendar year or portion thereof during which he or she serves as an Outside
Director, beginning with the calendar year 1995. This award will be in
addition to the annual retainer and committee fees, as further compensation
for his or her services as a member of the Board of Directors of APS or its
subsidiaries. The purpose of the Outside Directors' Plan is to attract highly
qualified individuals to serve as non-employee directors on the Boards of
Directors of APS and its subsidiaries and to further align each non-employee
director's interests with those of APS' shareholders by increasing the amount
of APS stock each director owns.
Each award will be subject to adjustment to prevent dilution or
enlargement of the participant's rights under the Plan in the event of a stock
dividend, stock split, reverse stock split, recapitalization, reorganization
or similar event. The shares of common stock which the Outside Directors
receive will be restricted as provided in the Outside Directors' Plan
(hereinafter "Restricted Shares"), unless a director chooses to receive
Alternate Shares, in which case the shares of APS common stock which that
director receives will not be subject to the same restrictions as the
Restricted Shares.
A maximum of 25,000 shares of common stock may be awarded under
the Outside Directors' Plan. Shares of common stock awarded under the Outside
Directors' Plan may be either authorized and unissued shares, or previously
<PAGE>
issued shares which are reacquired by APS and held as treasury shares, or
acquired by an Independent Agent on the open market. APS requests authority
to issue and sell its authorized but unissued shares of stock under the
Outside Directors' Plan. The Plan will be administered by an Administration
Committee of APS.
Restricted Shares are subject to conditions, including a time
period during which such Restricted Shares are subject to forfeiture.
Restricted Shares granted under the Outside Directors' Plan which are
forfeited pursuant to the terms of the Plan will be available for further
grants under the Plan. Under the Outside Directors' Plan, an Outside Director
may not sell, assign, exchange, transfer, pledge, hypothecate or otherwise
encumber or dispose of such Restricted Shares during the period commencing
with the date of an award and continuing until termination of service because
of that Outside Director's (i) death or disability; (ii) failure to stand for
reelection at the end of the term during which the Outside Director turns 65;
(iii) resignation or failure to stand for reelection prior to the end of the
term during which the Outside Director turns 65 with the consent of the Board;
or (iv) failure to be reelected to the Board after being duly nominated.
However, an Outside Director will have all other rights of a shareholder with
respect to such shares of common stock awarded under the Plan, including
voting rights and the right to receive and retain all cash dividends paid, and
to receive all other distributions made with respect to such shares.
<PAGE>
Except as described herein, no associate company or affiliate of
APS or any affiliate of any such associate company has any material interest,
directly or indirectly, in the proposed transaction.
Item 2. Fees, Commissions and Expenses
Estimated expenses of APS in connection with the Dividend Plan are
set forth in the appropriate item of the APS Registration Statement filed as
Exhibit C hereto. Estimated expenses of APS in connection with the ESOSP will
be: Filing fee - Public Utility Holding Company Act of 1935 - $2,000; Legal
fees - $5,000; Miscellaneous - $4,000; Administrative Agent's fee - $68,000;
and Stock Exchange Listing fees $19,000. Estimated expenses of APS in
connection with the Restricted Stock Plan for Outside Directors will be: Legal
fees - $5,000; Miscellaneous - $4,000; and Transfer Agent's fee - $100. No
other fees, commissions or expenses are to be paid or incurred by APS or any
associate company in connection with the proposed transactions.
Item 3. Applicable Statutory Provisions
The applicant is informed by counsel that Sections 6(a) and 7 of
the Public Utility Holding Company Act of 1935 may be applicable in whole or
in part to the proposed transactions.
Item 4. Regulatory Approval
Authorization of the Maryland Public Service Commission is
required in connection with the proposed transactions and an application to
that Commission will be filed by amendment and attached hereto as Exhibit D-1.
The ESOSP previously has been qualified by the Internal Revenue Service.
<PAGE>
No other state or federal regulatory approval, except for that of
the Securities and Exchange Commission, is required in connection with the
proposed transactions.
Item 5. Procedure
It is requested, pursuant to Rule 23(c) of the Commission's Rules
and Regulations, that the Commission's Order granting this application or
declaration be issued on or before March 1, 1995. There should be no
recommended decision by a hearing officer or any other responsible officer of
the Commission, and no 30-day waiting period between the issuance of the
Commission's Order and its effective date. APS consents to the Office of
Corporate Regulation assisting in the preparation of the Commission's Decision
and/or Order in this matter, unless the Office opposes the proposed
transactions.
Item 6. Exhibits and Financial Statements
The following exhibits and financial statements are filed as part
of this statement:
(a) Exhibits
A-1 Charter of Allegheny Power System, Inc.
(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).
B-1 Dividend Reinvestment and Stock Purchase Plan
(to be filed by Amendment).
B-2 Authorization Forms for participation in the
Dividend Plan.
<PAGE>
B-3 Employee Stock Ownership and Savings Plan, as
amended and restated effective January 1, 1993,
July 1, 1993, and January 1, 1994 (to be filed
by Amendment).
B-4 Restricted Stock Plan for Outside Directors
C Registration Statement of APS Under the
Securities Act of 1933 relating to the DRISP
Additional Common Stock.
D-1 Petition of APS to the Maryland Public Service
Commission (excluding exhibits) (to be filed by
Amendment).
D-2 Order of the Maryland Public Service Commission
(to be filed by Amendment).
E Not applicable.
F Opinion of Counsel.
G Financial Data Schedules.
H Form of Notice.
(b) Financial Statements
Corporate and Consolidated Balance Sheets as of September
30, 1994, and Corporate and Consolidated Statements of
Income and Retained Earnings for the 12 months ended
September 30, 1994, of Allegheny Power System, Inc. and
Allegheny Power System, Inc. and Subsidiary Companies, per
books.
Item 7. Information as to Environmental Effects
(a) For the reasons set forth in Item 1, the authorization
applied for herein does not require major federal action
significantly affecting the quality of the human environment
for purposes of Section 102(2)(c) of the National
Environmental Policy Act (42 U.S.C. 4232(2)(c)).
(b) Not applicable.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company
Act of 1935, the undersigned 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
Vice President
Dated: January 18, 1995
U:\DUMP\DRISP\U-1
Exhibit B-2
AUTHORIZATION FOR DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
I authorize Allegheny Power System, Inc. (the Company) to pay to
Chemical Bank for my account as my agent under the terms and conditions of the
Allegheny Power System, Inc. Dividend Reinvestment and Stock Purchase Plan
(the Plan) as described in the Prospectus received by me, cash dividends
payable to me on shares of common stock of the Company now and hereafter
registered in my name, or credited to my account under the Plan, and any
optional cash payments made by me in accordance with this Plan, for the
purchase of full and fractional shares of the Company's common stock, as
indicated below:
Full Dividend Reinvestment Optional Cash Payments Only
[]Reinvest dividends payable on all []Receive the attached cash payment
shares of common stock registered in ($ enclosed) and future optional
my name and/or credited to my Plan cash payments that I may choose to
account, and invest any optional cash send and apply such amounts to the
payments. purchase of common shares without
charge as provided in the Plan.
Partial Dividend Reinvestment I understand dividends payable on
[]Issue a check for dividends payable on shares credited to my Plan account
_______ whole shares of common stock will be paid directly to me.
registered in my name and/or credited
to my Plan account, reinvest dividends SAFEKEEPING PROGRAM PARTICIPANTS
payable on the remaining whole and Enclosed is (are) stock certificate(s)
fractional shares, and invest any for _____shares and the fee of $3.00.
optional cash payments.
Stockholder____________Date_____
TO ENROLL, check the desired box, sign name Stockholder____________Date_____
or names exactly as your account is registered,
print your name or names and address on the other All owners of joint
side of this Form, and return it to Chemical Bank registration must sign.
in the envelope provided. If you have more than
one account, only the account indicated on this
Form will be enrolled in the Plan; however, if you
wish to enroll your other account(s), please request
the necessary additional Form(s).
THIS IS NOT A PROXY
AUTHORIZATION FORM
FOR
ALLEGHENY POWER SYSTEM, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
____________________________________________
(Name)
____________________________________________
(Name)
____________________________________________
(Address)
____________________________________________
(City) (State) (Zip)
THIS IS NOT A PROXY
ALLEGHENY POWER SYSTEM, INC.
RESTRICTED STOCK PLAN FOR OUTSIDE DIRECTORS
1. Purpose. The purpose of this Restricted Stock Plan for
Outside Directors (the "Plan") is to enable Allegheny Power System,
Inc. ("APS") and its controlled subsidiaries ("Subsidiaries") to
attract and retain persons of outstanding competence to serve on
the Boards of Directors of APS and its Subsidiaries by paying such
persons a portion of their retainer fee in APS Common Stock
pursuant to the terms hereof.
2. Definitions.
(a) The term "Change in Control" shall be deemed to mean,
and to occur at, the time when either (i) any entity, person
or group (other than APS, any subsidiary, or any savings, pen-
sion or other benefit plan for the benefit of employees of APS
or its subsidiaries) which theretofore owned less than 20% of
the APS Common Stock then outstanding acquires shares of
Common Stock in a transaction or series of transactions that
results in such entity, person or group directly or indirectly
owning beneficially 20% or more of the outstanding Common
Stock or (ii) the election or appointment, within a twelve-
month period, of persons to the APS Board of Directors who
were not directors of APS at the beginning of such twelve-
month period, whose election or appointment was not voted or
approved in advance by a majority of those persons who were
directors at the beginning of such period, and which newly
elected or appointed directors shall constitute a majority of
the APS Board of Directors.
(b) The term "Outside Director" or "Participant" means
a member of the Boards of Directors of APS and its Subsid-
iaries who is not, at any time during his service as a
director, an employee (within the meaning of Section 3(6) of
the Employee Retirement Income Security Act of 1974) of APS or
any of its Subsidiaries.
(c) The term "Subsidiary" means any corporation 50% or
more of the outstanding Common Stock of which is owned, di-
rectly or indirectly, by APS.
(d) The term "Service" shall mean service as an Outside
Director.
3. Eligibility. All who serve as Outside Directors of APS and
any of its Subsidiaries after calendar year 1994 shall be eligible
to receive stock awards hereunder.
<PAGE>
4. Stock Awards.
(a) A total of 25,000 shares of APS Common Stock shall
be available for awards under the Plan. Such shares shall be
shares of APS Common Stock previously unissued or previously
issued and reacquired by APS. Any restricted shares awarded
under this Plan with respect to which the restrictions do not
lapse and which are forfeited as provided herein shall be
transferred into the record name of APS and again be available
for other awards under the Plan.
(b) Unless he or she chooses otherwise pursuant to
Section 4(e), each Outside Director shall receive an annual
award of 200 shares of APS Common Stock with respect to each
calendar year or portion thereof during which he or she serves
as an Outside Director beginning with the calendar year 1995.
Awards shall be made in January of each year or as soon there-
after as all necessary regulatory approvals have been re-
ceived. However, for the calendar year in which an Outside
Director commences Service, the award of shares to such
Outside Director for such year shall be made in the month in
which his or her Service commences, if his or her Service com-
mences after January 31 of such year. All awards of shares
made hereunder shall be subject to the restrictions set forth
in Section 5.
(c) Subject to the provisions of Section 5, certificates
representing shares of APS Common Stock awarded hereunder
shall be registered in the name of the respective Partici-
pants. During the period of time such shares are subject to
the restrictions set forth in Section 5, such certificates
shall be endorsed with a legend to that effect, and shall be
held by APS or an agent therefor. The Participant shall,
nevertheless, have all the other rights of a shareholder,
including the right to vote and the right to receive all cash
dividends paid with respect to such shares. Subject to the
requirements of applicable law, certificates representing such
shares shall be delivered to the Participant within 30 days
after the lapse of the restrictions to which they are subject.
(d) If as a result of a stock dividend, stock split,
recapitalization (or other adjustment in the stated capital of
APS) or as the result of a merger, consolidation, or other
reorganization, the common shares of APS are increased,
reduced, or otherwise changed, the number of shares available
and to be awarded hereunder shall be appropriately adjusted,
and if by virtue thereof a Participant shall be entitled to
new or additional or different shares, such shares to which
the Participant shall be entitled shall be subject to the
terms, conditions, and restrictions herein contained relating
to the original shares. In the event that warrants or rights
are awarded with respect to shares awarded hereunder, and the
<PAGE>
recipient exercises such rights or warrants, the shares or
securities issuable upon such exercise shall be likewise
subject to the terms, conditions, and restriction herein
contained relating to the original shares.
(e) (i) Each Outside Director may choose prior to the
effective date of the Plan or prior to his/her initial elec-
tion as a Director and annually thereafter to receive Alter-
nate Shares in lieu of the annual award of shares subject to
the restrictions set forth in Section 5. If the Director
chooses to receive Alternate Shares, he/she shall receive
certificates representing 200 shares of APS Common Stock free
of the restrictions set forth in Section 5(a) and (b) but
subject to the restriction set forth in Section 5(c).
(ii) Any such choice will be effective only if made
in a writing delivered to the Secretary of APS prior to the
effective date of the Plan or, with respect to awards for
years subsequent to 1995, prior to the date of the APS
stockholders meeting held prior to the calendar year of the
award. An Outside Director elected other than at an annual
meeting who desires to choose not to receive shares restricted
by Section 5 shall do so in a writing delivered to the APS
Secretary prior to his/her election. Any choice so made shall
continue in effect until the Outside Director shall timely
deliver to the Secretary a writing revoking the prior choice.
5. Restrictions.
(a) Shares are awarded to a Participant on the condition
that he or she serves as an Outside Director until:
(i) the Participant's death or disability; or
(ii) the Participant's failure to stand for re-
election at the end of the term during which
the Participant reaches age 65; or
(iii) the Participant's resignation or failure to
stand for re-election prior to the end of the
term during which the Participant reaches age
65 with the consent of the Board, i.e., appro-
val thereof by at least 80% of the Directors
voting thereon, with the affected Director
abstaining; or
(iv) the Participant's failure to be re-elected
after being duly nominated.
For purposes of this Plan, "disability" shall mean a
Participant's complete and permanent inability, by reason of
illness or accident, to perform his or her duties as a member
<PAGE>
of the Board, as determined by the Administration Committee
based on medical evidence acceptable to it.
Termination of Service of a Participant for any other
reason, including, without limitation, any involuntary termi-
nation effected by Board action, shall result in forfeiture of
all shares awarded. Notwithstanding the foregoing, upon the
occurrence of a Change in Control, the restrictions set forth
in this Section 5 to which any shares awarded to a Participant
are then still subject shall lapse, and termination of the
Participant's Service for any reason at any time after the
occurrence of such Change in Control shall not result in the
forfeiture of any such shares.
(b) Shares awarded hereunder may not be sold, assigned,
exchanged, transferred, pledged, hypothecated, made subject to
gift, or otherwise disposed of (herein, "Transferred") other
than to APS pursuant to Section 4(a) during the period
commencing on the date of the award of such shares and ending
on the date of termination of the Outside Director's Service;
provided, however, that in no event, may any shares awarded
hereunder be Transferred for a period of six months following
the date of the award thereof, except in the case of the
recipient's death or disability, other than to APS pursuant to
Section 4(a) hereof.
(c) Each Participant shall represent and warrant to and
agree with APS that he or she (i) takes any shares awarded
under the Plan for investment only and not for purposes of
sale or other disposition and will also take for investment
only and not for purposes of sale or other disposition any
rights, warrants, shares or securities which may be issued on
account of ownership of such shares, and (ii) will not sell or
transfer any shares awarded or any shares received upon
exercise of any such rights or warrants except in accordance
with (A) an opinion of counsel for APS (or other counsel
acceptable to APS) that such shares, rights, warrants or other
securities may be disposed of without registration under the
Securities Act of 1933, or (B) an applicable "no action"
letter issued by the Staff of the Securities and Exchange
Commission.
6. Administration Committee. An Administration Committee (the
"Committee") shall have full power and authority to construe and
administer the Plan. Any action taken under the provisions of the
Plan by the Committee arising out of or in connection with the
administration, construction, or effect of the Plan or any rules
adopted thereunder shall, in each case, lie within the discretion
of the Committee and shall be conclusive and binding upon APS and
upon all Participants, and all persons claiming under or through
any of them. Notwithstanding the foregoing, any determination made
by the Committee after the occurrence of a Change in Control that
<PAGE>
denies in whole or in part any claim made by any individual for
benefits under the Plan shall be subject to judicial review, under
a "de novo", rather than a deferential, standard. The Committee
shall have as members the Chief Executive Officer of APS and two
officers of APS or its Subsidiaries designated by the Chief
Executive Officer. In the absence of such designation, the other
members of the Committee shall be, in order of automatic desig-
nation, the Vice President Administration and the Secretary of APS.
7. Successor Corporation. The obligations under this Plan shall
be binding upon any successor corporation or organization resulting
from the merger, consolidation or other reorganization of APS, or
upon any successor corporation or organization succeeding to sub-
stantially all of the assets and business of APS. APS agrees that
it will make appropriate provision for the preservation of
Participants' rights under this Plan in any agreement or plan which
it may enter into or adopt to effect any such merger,
consolidation, reorganization or transfer of assets.
8. Right to Continued Service. Neither this Plan nor any action
taken hereunder shall be construed as giving any employee any right
to continued service as a Director of APS.
9. No Liability of Committee Members. No member of the Committee
shall be personally liable by reason of any contract or other
instrument executed by such member or on his or her behalf in his
or her capacity as a member of the Committee nor for any mistake of
judgment made in good faith, and APS shall indemnify and hold
harmless each member of the Committee, and each employee, officer,
director or trustee of APS or any of its Subsidiaries to whom any
duty or power relating to the administration or interpretation of
this Plan may be allocated or delegated, against any cost or
expense (including counsel fees) or liability (including any sum
paid in settlement of a claim with the approval of the Board of
Directors) arising out of any act or omission to act in connection
with this Plan unless arising out of such person's own fraud or bad
faith.
10. Governing Law. This Plan shall be governed by and construed
in accordance with the laws of the state of incorporation of APS,
without reference to the principles of conflicts of law thereof.
11. Approval: Effective Date. The Plan is subject to the appro-
val of the Securities and Exchange Commission under the Public
Utility Holding Company Act of 1935. Upon receipt of such
approval, the Plan shall be effective January 1, 1995.
12. Amendment and Termination. The Plan may be amended or
terminated by the Board of Directors of APS, provided that, if any
such amendment requires shareholder approval to meet the
requirements of the then applicable rules under Section 16(b) of
the Securities Exchange Act of 1934, such amendment shall require
<PAGE>
the approval of a majority of the holders of APS's Common Stock
present and entitled to vote at a meeting of shareholders, and
provided that such action shall not adversely affect any
Participant's rights under the Plan with respect to awards which
were made prior to such action. Notwithstanding the foregoing,
Section 4(b) of the Plan may not be amended more often than once
every six months other than to comport with changes in the Internal
Revenue Code or the Employee Retirement Income Security Act, or the
rules thereunder.
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 January 1, 1995
<PAGE>
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 of 1934 after the date of
<PAGE>
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 to buy any of the securities offered hereby in any
<PAGE>
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:
<PAGE>
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
<PAGE>
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.
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.
<PAGE>
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 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.
<PAGE>
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 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
<PAGE>
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.
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
<PAGE>
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 that a stock
certificate for such shares be sent to him by the Agent prior to the record
date of the rights offering.
<PAGE>
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 incur in their respective capacities as directors and officers
<PAGE>
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............................ $ 37,284.48
SEC 1935 Act filing fee.................................. $ 2,000.00
Stock Exchanges' listing fees............................ $ 19,000.00
Legal fees............................................... $ 50,000.00
Blue Sky fees and expenses............................... $ 7,500.00
Accountant's fees........................................ $ 10,000.00
Annual Agent's administration fees and expenses.......... $100,000.00
Miscellaneous............................................ $ 10,000.00
Total............................................ $235,784.48
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. 1-
267).
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 /s/ 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
/s/ KLAUS BERGMAN Chairman of the Board and
(Klaus Bergman) Chief Executive Officer and Director
(principal executive officer)
/s/ ALAN J. NOIA President and
(Alan J. Noia) Chief Operating Officer and Director
/s/ STANLEY I. GARNETT, II Senior Vice President
(Stanley I. Garnett, II) (principal financial officer)
/s/ KENNETH M. JONES Vice President and Comptroller
(Kenneth M. Jones) (principal accounting officer)
/s/ ELEANOR BAUM Director
(Eleanor Baum)
/s/ WILLIAM L. BENNETT Director
(William L. Bennett)
/s/ WENDELL F. HOLLAND Director
(Wendell F. Holland)
/s/ PHILLIP E. LINT Director
(Phillip E. Lint)
Director
(Edward H. Malone)
II-4
<PAGE>
Signature Title
/s/ FRANK A. METZ, JR. Director
(Frank A. Metz, Jr.)
/s/ STEVEN H. RICE Director
(Steven H. Rice)
/s/ GUNNAR E. SARSTEN Director
(Gunnar E. Sarsten)
/s/ 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).
<PAGE>
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
<PAGE>
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
<PAGE>
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
SULLIVAN & CROMWELL
<PAGE>
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
Exhibit F
January 18, 1995
Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
Gentlemen:
I have acted as counsel for Allegheny Power System, Inc. ("APS")
in connection with its proposed issuance from time to time of not more than
6,025,000 shares of its authorized and unissued common stock, par value $1.25
per share (the "Additional Common Stock") as follows: 5,000 shares of
Additional Common Stock pursuant to its Dividend Reinvestment and Stock
Purchase Plan, 1,000,000 shares of Additional Common Stock pursuant to its
Employee Stock Ownership and Savings Plan, and 25,000 shares of Additional
Common Stock pursuant to its Restricted Stock Plan for Outside Directors, all
as described in the Application or Declaration on Form U-1 filed with your
Commission by APS pursuant to the Public Utility Holding Company Act of 1935.
I have examined, among other things, said Application or Declaration,
resolutions adopted by the Board of Directors of APS, and the other various
documents related to the proposed transactions.
In my opinion, assuming consummation of the proposed transactions
in accordance with the Application or Declaration, all state laws will have
been complied with; APS is validly organized and duly existing; the Additional
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 charter of APS; and the consummation of the proposed
transactions will not violate the legal rights of the holders of any
securities issued by APS or any associate company thereof.
I consent to the use of this opinion as part of the Application or
Declaration to which it is attached.
Very truly yours,
NANCY H. GORMLEY
Nancy H. Gormley
Counsel for
ALLEGHENY POWER SYSTEM, INC.
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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<INCOME-BEFORE-INTEREST-EXPEN> 396,015
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18,999
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EXHIBIT H
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35- ; 70- )
Allegheny Power System, Inc.
Notice of Proposed Issuance and Sale of up to
6,025,000 shares of Additional Common Stock
January 18, 1995
Allegheny Power System, Inc., 12 East 49th Strett, New York, New
York 10017, a registered holding company ("APS") has filed an Application or
Declaration with this Commission pursuant to Sections 6(a) and 7 of the Public
Utility Holding Company Act of 1935 ("Act").
APS requests authority to issue from time to time a total of not
more than 6,025,000 additional shares of its authorized and unissued common
stock, par value $1.25 per share, as follows: 5,000,000 shares (hereinafter
the "DRISP Additional Common Stock") pursuant to its Dividend Reinvestment and
Stock Purchase Plan (hereinafter the "Dividend Plan"); 1,000,000 shares
(hereinafter the "ESOSP Additional Common Stock") pursuant to its Employee
Stock Ownership and Savings Plan (hereinafter the "ESOSP"); and 25,000 shares
(hereinafter the "Outside Directors' Additional Common Stock") pursuant to the
Restricted Stock Plan for Outside Directors (hereinafter the "Restricted Stock
Plan"). The ESOSP was formerly called the Tax Reduction Act Employee Stock
<PAGE>
Ownership Plan ("TRASOP") and the Tax Credit Employee Stock Ownership Plan
("PAYSOP").
In orders dated August 5, 1977, April 29, 1980, June 23, 1983,
June 19, 1984, March 17, 1987 and September 14, 1990 (HCAR Nos. 20131, 21542,
22985, 23333, 24344 and 25150, respectively), the Securities and Exchange
Commission authorized APS to issue and sell an aggregate of 12,000,000 shares,
par value $2.50, under the Dividend Plan and the ESOSP. The aggregate number
of shares of common stock was increased to 24,000,000 shares of common stock,
$1.25 par value, as a result of a 2 for 1 stock split effective November 4,
1993. (See HCAR No. 25911). Out of the 24,000,000 shares, 19,896,888 and
5,041,242 shares have been issued pursuant to the Dividend Plan and the ESOSP,
respectively, as of December 30, 1994, the last date on which shares were
issued under either of the Plans.
As of December 1, 1994, APS is authorized to issue 260,000,000
shares of its common stock, of which 119,292,954 shares are outstanding.
A. The Dividend Plan
The Dividend Plan makes the following options available, on a
voluntary basis, to all holders of record from time to time of common stock of
APS:
(a) To invest cash dividends automatically, on each quarterly
dividend payment date, in DRISP Additional Common Stock.
(b) To make optional cash purchases of not less than $50 and not
more than $10,000 per quarter of DRISP Additional Common
Stock provided that in each quarter the maximum aggregate
<PAGE>
amount of DRISP Additional Common Stock to be made available
for purchase shall not exceed the number of shares which
have been offered to, but not purchased by, the holders of
shares of common stock with cash dividends.
(c) Both (a) and (b).
In each case, the price of the DRISP Additional Common Stock will
be equal to the average of the daily high and low sales prices of APS common
stock as published in the Wall Street Journal Report of New York Stock
Exchange Composite Transactions for the ten (10) trading days prior to the
dividend payment date. In addition, APS reserves the right, as set forth in
the Dividend Plan, subject to any applicable legal requirements, to cause the
purchase of shares of its common stock on the open market instead of issuing
new shares.
A shareholder may withdraw from the Dividend Reinvestment part of
the Dividend Plan at any time by giving appropriate written notice, and such
withdrawal will have no effect on such shareholder's right to continue to make
optional cash purchases.
Chemical Bank, the transfer agent and registrar of APS's common
stock (hereinafter the "Agent"), administers the Dividend Plan, keeps records,
sends statements to shareholders and performs all other duties related to the
Plan.
In the event optional cash payments exceed the number of shares
available for optional cash purchases (defined in the Dividend Plan as the
<PAGE>
number of shares which have been offered to but not purchased by the holders
of shares with cash dividends in that quarter), the available shares will be
allotted among those who have made optional cash payments, in proportion to
the amount of their optional cash payments, and any excess cash remaining will
be refunded to participants without interest.
APS reserves the right to amend, modify, suspend, or terminate the
Dividend Plan at any time subject to Securities and Exchange Commission (the
"Commission") approval with respect to any substantive amendment or
modification. Upon such termination or upon withdrawal from the Dividend Plan
by any shareholder, certificates for whole shares in the participant's account
will be issued to the participant and a cash payment will be made for any
fraction of a share. The Plan shall be conducted in accordance with all
applicable laws. The obligations of APS to offer, issue or sell shares of its
DRISP Additional Common Stock shall be subject to (a) the obtaining by APS of
all approvals, authorizations and consents which may be required from (i) all
regulatory authorities having jurisdiction, including the Commission under the
Public Utility Holding Company Act of 1935 and (ii) any stock exchange on
which the common stock of APS may then be listed, and (b) the condition that
at any 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.
A more detailed description of the terms and conditions applicable
to the Dividend Plan, including the costs and charges of participation, is
contained in the Dividend Plan itself, a copy of which is attached hereto as
Exhibit B-1. Authorization forms for participation in the Dividend Plan are
attached hereto as Exhibit B-2.
<PAGE>
The proceeds from the issuance of the DRISP Additional Common
Stock, the total amount of which cannot be determined, will be used by APS to
make capital contributions to its direct and advances to its indirect
subsidiaries, to acquire notes or stock of such subsidiaries, and for other
general corporate purposes.
B. The ESOSP
The ESOSP, a copy of which is attached hereto as Exhibit B-3, is
comprised of a Stock Ownership Plan and a Savings Plan. Shares of common
stock are no longer issued under the ESOSP to participants in the Stock
Ownership Plan.
Savings Plan
APS proposes to issue ESOSP Additional Common Stock to the trust
(or cash which shall be used to purchase APS common stock) at least quarterly
in an amount equal in value to fifty percent of a member's contribution (not
to exceed three percent of such Member's Compensation) under the Savings Plan,
all as more fully set forth in Section 4.2 of the ESOSP. The ESOSP Additional
Common Stock issued to the trust for purposes of the Savings Plan will be in
consideration for the past labor and services of qualified employees of APS
and its subsidiaries.
<PAGE>
All costs of administration of the ESOSP, in excess of those
allowed to be paid from contributions to the trust, will be paid by the three
wholly-owned subsidiary public utility companies of APS: Monongahela Power
Company; The Potomac Edison Company; and West Penn Power Company.
C. Restricted Stock Plan for Outside Directors
An Outside Directors' Plan is proposed to be established for each
member of APS' Board of Directors and the Boards of Directors of APS'
subsidiaries who is not, at any time during his or her service as a director,
an employee of APS or any of its subsidiaries (hereinafter "Outside
Director"). The Outside Directors' Plan is attached hereto as Exhibit B-4.
The Outside Directors' Plan provides for each Outside Director to receive an
annual fixed award of 200 shares of APS common stock with respect to each
calendar year or portion thereof during which he or she serves as an Outside
Director, beginning with the calendar year 1995. This award will be in
addition to the annual retainer and committee fees, as further compensation
for his or her services as a member of the Board of Directors of APS or its
subsidiaries. The purpose of the Outside Directors' Plan is to attract highly
qualified individuals to serve as non-employee directors on the Boards of
Directors of APS and its subsidiaries and to further align each non-employee
director's interests with those of APS' shareholders by increasing the amount
of APS stock each director owns.
Each award will be subject to adjustment to prevent dilution or
enlargement of the participant's rights under the Plan in the event of a stock
dividend, stock split, reverse stock split, recapitalization, reorganization
or similar event. The shares of common stock which the Outside Directors
receive will be restricted as provided in the Outside Directors' Plan
(hereinafter "Restricted Shares"), unless a director chooses to receive
Alternate Shares, in which case the shares of APS common stock which that
director receives will not be subject to the same restrictions as the
Restricted Shares.
<PAGE>
A maximum of 25,000 shares of common stock may be awarded under
the Outside Directors' Plan. Shares of common stock awarded under the Outside
Directors' Plan may be either authorized and unissued shares, or previously
issued shares which are reacquired by APS and held as treasury shares, or
acquired by an Independent Agent on the open market. APS requests authority
to issue and sell its authorized but unissued shares of stock under the
Outside Directors' Plan. The Plan will be administered by an Administration
Committee of APS.
Restricted Shares are subject to conditions, including a time
period during which such Restricted Shares are subject to forfeiture.
Restricted Shares granted under the Outside Directors' Plan which are
forfeited pursuant to the terms of the Plan will be available for further
grants under the Plan. Under the Outside Directors' Plan, an Outside Director
may not sell, assign, exchange, transfer, pledge, hypothecate or otherwise
encumber or dispose of such Restricted Shares during the period commencing
with the date of an award and continuing until termination of service because
of that Outside Director's (i) death or disability; (ii) failure to stand for
reelection at the end of the term during which the Outside Director turns 65;
(iii) resignation or failure to stand for reelection prior to the end of the
term during which the Outside Director turns 65 with the consent of the Board;
or (iv) failure to be reelected to the Board after being duly nominated.
However, an Outside Director will have all other rights of a shareholder with
respect to such shares of common stock awarded under the Plan, including
voting rights and the right to receive and retain all cash dividends paid, and
to receive all other distributions made with respect to such shares.
Except as described herein, no associate company or affiliate of
APS or any affiliate of any such associate company has any material interest,
directly or indirectly, in the proposed transaction.
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 , to the Secretary, Securities and Exchange
Commission, Washington, DC 20549, and serve a copy to the applicants at the
addresses specified above. Proof of service (by affidavit or, in the 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.
CONTENTS
Statement
No.
Balance sheets at September 30, 1994, and pro forma giving
effect as at that date to the adjustments set forth herein:
Allegheny Power System, Inc. 1-A
Allegheny Power System, Inc. and Subsidiaries 2-A
Statements of income and retained earnings for twelve months
ended September 30, 1994, and pro forma giving effect
as at beginning of period to the adjustments set forth herein:
Allegheny Power System, Inc. 1-B
Allegheny Power System, Inc. and Subsidiaries 2-B
These financial statements have been prepared for Form U-1
purposes and are unaudited.
Reference is made to the Notes to Financial Statements in the
Allegheny Power System companies combined Annual Report on
Form 10-K for the year ended December 31, 1993, and to the
Form 10-Q's for the quarters ended March 31, 1994,
June 30, 1994 and September 30, 1994.
The income statements do not reflect any additional income from
investments which may be made with the proceeds from the
transactions set forth in this application-declaration.
<PAGE>
Statement 1-A
ALLEGHENY POWER SYSTEM, INC.
BALANCE SHEET - SEPTEMBER 30, 1994 PER BOOKS
(Thousands)
Assets
Investments and other assets:
Subsidiaries consolidated:
Common stocks, at equity 2,023,156
Excess of cost over book equity at
acquisition 15,077
Ohio Valley Electric Corporation -
common stock, at cost which approximates
equity 1,250
Other 23,934
2,063,417
Current assets:
Cash 30
Accounts receivable - affiliated 4
Notes receivable from associated companies 1,961
Other 38
2,033
Deferred charges 7
Total assets 2,065,457
Capitalization and Liabilities
Capitalization
Common stock - $1.25 par value per share,
authorized 260,000,000 shares, outstanding
118,894,110 shares 148,618
Other paid-in capital 955,253
Retained earnings 906,418
2,010,289
Current liabilities
Short-term debt 44,111
Accounts payable - affiliated 100
- other 10,567
Interest accrued 23
Other 99
54,900
Deferred credit 268
Total capitalization and liabilities 2,065,457
<PAGE>
ALLEGHENY POWER SYSTEM, INC. AND SUBSIDIARIES Statement 2-A
CONSOLIDATED BALANCE SHEET - SEPTEMBER 30, 1994
PER BOOKS AND PRO FORMA GIVING EFFECT AS AT
THAT DATE TO THE ADJUSTMENTS SET FORTH HEREIN
(Thousands)
Assets
Property, plant, and equipment:
At original cost 7,438,851
Accumulated depreciation (2,492,377)
4,946,474
Investments and other assets:
Subsidiaries consolidated--excess of cost
over book equity at acquisition 15,077
Securities of associated company--at cost,
which approximates equity 1,250
Other 24,512
40,839
Current assets:
Cash and temporary cash investments 2,328
Accounts receivable:
Electric service 176,254
Other 11,340
Allowance for uncollectible accounts (4,505)
Materials and supplies--at average cost:
Operating and construction 91,661
Fuel 82,427
Deferred power costs 10,043
Prepaid taxes 46,605
Other 19,398
435,551
Deferred charges:
Regulatory assets 601,180
Unamortized loss on reacquired debt 41,790
Other 79,267
722,237
Total Assets 6,145,101
<PAGE>
Capitalization and Liabilities
Capitalization:
Common stock of Allegheny Power System, Inc. - 148,618
$1.25 par value per share, authorized 260,000,000
shares, outstanding 118,894,110 shares (3,990,794 shares
issued since 10-1-93)
Other paid-in capital (increase of 955,253
$94,174,000 since 10-1-93)
Retained earnings 906,418
2,010,289
Preferred stock of subsidiaries:
Preferred stock - cumulative, par value
$100 per share, authorized 9,997,123
shares, outstanding 3,252,861 shares:
Not subject to mandatory redemption 300,086
Subject to mandatory redemption 25,200
Long-term debt of subsidiaries 2,164,445
4,500,020
Current liabilities:
Short-term debt 68,249
Long-term debt and preferred stock
due within one year 11,200
Accounts payable 159,304
Taxes accrued:
Federal and state income 25,796
Other 48,722
Interest accrued 39,932
Other 77,567
430,770
Deferred credits and other liabilities:
Unamortized investment credit 160,089
Deferred income taxes 896,790
Regulatory liabilities 105,588
Other 51,844
1,214,311
Total Capitalization and Liabilities 6,145,101
<PAGE>
Statement 1-B
ALLEGHENY POWER SYSTEM, INC.
STATEMENT OF INCOME FOR TWELVE MONTHS ENDED SEPTEMBER 30, 1994
(Thousands)
Income:
Dividends on common stocks of subsidiaries 204,542
Equity in undistributed earnings of
subsidiaries 22,680
Interest from subsidiary companies 106
Income from Ohio Valley Electric Corporation
investment 146
Total 227,474
Expenses, Taxes, and Income Deductions:
Administrative and fiscal expenses and other charges 1,964
Other interest 2,298
Total 4,262
Net Income 223,212
STATEMENT OF RETAINED EARNINGS FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 1994
(Thousands)
Balance at October 1, 1993 876,505
Add:
Consolidated net income 223,212
1,099,717
Deduct:
Dividends on common stock of Allegheny
Power System, Inc. (cash) 193,299
Balance at September 30, 1994 906,418
<PAGE>
Statement 2-B
ALLEGHENY POWER SYSTEM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 1994
(Thousands)
ELECTRIC OPERATING REVENUES 2,450,063
OPERATING EXPENSES:
Operation:
Fuel 554,783
Purchased power and exchanges, net 453,351
Deferred power costs, net 1,892
Other 273,376
Maintenance 241,161
Depreciation 220,625
Taxes other than income taxes 184,722
Federal and state income taxes 135,848
Total Operating Expenses 2,065,758
Operating Income 384,305
OTHER INCOME AND DEDUCTIONS:
Allowance for other than borrowed funds
used during construction 11,884
Other income, net (174)
Total Other Income and Deductions 11,710
Income Before Interest Charges and
Preferred Dividends 396,015
INTEREST CHARGES AND PREFERRED DIVIDENDS:
Interest on first mortgage bonds 110,212
Interest on other long-term obligations 41,554
Other interest 9,589
Allowance for borrowed funds used during
construction (7,551)
Dividends on preferred stock of subsidiaries 18,999
Total Interest Charges and
Preferred Dividends 172,803
Consolidated Net Income 223,212
<PAGE>
Statement 2-B
(continued)
ALLEGHENY POWER SYSTEM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF RETAINED EARNINGS
FOR TWELVE MONTHS ENDED SEPTEMBER 30, 1994
(Thousands)
Balance at October 1, 1993 876,505
Add:
Consolidated net income 223,212
1,099,717
Deduct:
Dividends on common stock of Allegheny
Power System, Inc. (cash) 193,299
Balance at September 30, 1994 906,418
