File No. 70-8411
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 4
TO
APPLICATION OR DECLARATION
ON
FORM U-1
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
ALLEGHENY POWER SYSTEM, INC.
12 EAST 49TH STREET
NEW YORK, NY 10017
(Name of company or companies filing this statement and addresses of
principal executive offices)
Allegheny Power System, Inc.
(Name of top registered holding company parent of each applicant or
declarant)
Nancy H. Gormley, Esq.
Vice President
Allegheny Power System, Inc.
Tower Forty-Nine
12 East 49th Street
New York, NY 10017
(Name and address of agent for service)
<PAGE>
1. Applicant hereby amends Item 1. Description of Proposed
Transaction by adding the following to the end thereof:
Analysis Under Rule 53
Rule 53(a) provides that the SEC shall not make certain specified
adverse findings under Sections 7 and 12 in connection with a proposal by a
registered holding company (i) to issue or sell securities for the purpose of
financing the acquisition of an exempt wholesale generator ("EWG"), or (ii) to
guarantee the securities of an EWG, if each of the conditions in paragraphs
(a)(1) through (a)(4) thereof are met, provided that none of the conditions
specified in paragraphs (b)(1) through (b)(3) of Rule 53 exists. In that
regard, APS states that it is not at the present time requesting authority to
issue or sell its securities for the purpose of financing the acquisition of
an EWG, nor is it requesting authority to guarantee the securities of an EWG.
Nevertheless, assuming that the entire $3 million of capital contributions and
stock purchases of AYP Capital common stock were made in connection with an
EWG, all of the conditions set forth in Rule 53(a) would be satisfied and none
of the conditions set forth in Rule 53(b) exists or, as a result thereof,
would exist.
Rule 53(a)(1): Assuming that APS' $3 million "aggregate
investment" were to be invested in EWG's, it would on a pro forma basis equal
approximately 0.3% of the system's consolidated retained earnings - $3,000,000
divided by $898,878,000, the average of the consolidated retained earnings of
APS reported on Form 10-K or Form 10-Q, as applicable, for the four
consecutive quarters ended September 30, 1994.
Rule 53(a)(2): APS will maintain books and records and cause each
EWG or FUCO in which it directly or indirectly holds an interest to maintain
and make available the books and records required by Rule 53(a)(2).
<PAGE>
Rule 53(a)(3): No more than 2% of the employees of APS' domestic
public utility subsidiaries will, at any one time, directly or indirectly,
render services to EWG's or FUCO's in which APS holds a direct or indirect
interest.
Rule 53(a)(4): APS will simultaneously submit a copy of all
Applications or Declarations on Form U-1 in which APS requests authority (i)
to issue or sell securities for the purpose of financing the acquisition of an
EWG or (ii) to guarantee the securities of an EWG, to each of the public
service commissions having jurisdiction over the retail rates of any affected
public utility subsidiary of APS. In addition, APS will submit copies of any
Rule 24 certificates in connection with such Application or Declaration, as
well as a copy of Item 9 and Exhibits G and H of APS' Form U5S (commencing
with the Form U5S filed for the first calendar year for which APS reports any
data under Item 9 or Exhibits G and H), to each of the public service
commissions having jurisdiction over the retail rates of any affected public
utility subsidiary of APS. No data was filed under Item 9 or Exhibits G or H
in APS' Form U5S for the calendar year 1993.
In addition, APS states that the provisions of Rule 53(a) are not
made inapplicable by reason of the provisions of Rule 53(b).
Rule 53(b)(1): Neither APS nor any subsidiary of APS is the
subject of any pending bankruptcy or similar proceeding.
Rule 53(b)(2): APS' average consolidated retained earnings for
the four most recent quarterly periods ($898,878,000) represented an increase
of approximately $32,442,000 (or 3.7%) in the average consolidated retained
earnings from the previous four quarterly periods ($866,436,000).
Rule 53(b)(3): For the year ended December 31, 1994, there were
no direct or indirect investments in EWG's or FUCO's and consequently no
losses in connection therewith.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company
Act of 1935, the undersigned company has duly caused this statement to be
signed on its behalf by the undersigned thereunto duly authorized.
ALLEGHENY POWER SYSTEM, INC.
By: NANCY H. GORMLEY
Nancy H. Gormley
Counsel
Dated: January 5, 1995
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