<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant X
Filed by a Party other than the Registrant __
Check the appropriate box:
__ Preliminary Proxy Statement __ Confidential, for Use of the
Commission Only (as
__ Definitive Proxy Statement permitted by Rule 14a-6(e)(2))
X Definitive Additional Materials
__ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Allegheny Power System, Inc.
______________________________________________________________________________
(Name of Registrant as Specified in Its Charter)
______________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
______________________________________________________________________________
Payment of Filing Fee (Check the appropriate box):
X No fee required.
__ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
______________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
______________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
______________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
______________________________________________________________________________
(5) Total fee paid:
______________________________________________________________________________
__ Fee paid previously with preliminary materials:
______________________________________________________________________________
__ Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
_______________________________________________________________________________
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
_______________________________________________________________________________
(3) Filing Party:
_______________________________________________________________________________
(4) Date Filed:
_______________________________________________________________________________
<PAGE>
[Letterhead of Alan J. Noia]
July 24, 1997
Dear Allegheny Employee/Retiree:
Every day, our industry takes another step toward customer
choice, so it's very important that we position Allegheny Power
today as a leader in the coming competitive marketplace. We
believe that our proposed merger with DQE, Inc. is a step in
the right direction. And we are excited about the opportunities
this combination offers for employees, customers, and
shareholders.
All Allegheny Power shareholders recently received detailed
information about the merger and a proxy card to vote their
shares. Approval from the shareholders of both companies is
essential for the merger to move forward.
If you are a shareholder and have not yet returned your proxy
card, I urge you to vote for the merger and the name change to
Allegheny Energy, Inc. If you have questions or need more
information, please call the Merger Hotline at 1-800-764-7435.
As always, I appreciate and value your continued support. Your
commitment to Allegheny Power is vital to our success.
Sincerely,
/s/ Alan J. Noia
Alan J. Noia
<PAGE>
[Letterhead of Alan J. Noia]
July 25, 1997
IMPORTANT REMINDER
Dear Shareholder:
We have not yet received your proxy for the Special
Meeting of Shareholders of Allegheny Power System, Inc. (APS)
to be held on Thursday, August 7. No matter how many or how
few shares you own, your vote is important.
At the Special Meeting, you will be asked to consider
and vote upon a proposal to issue shares of common stock
pursuant to the Agreement and Plan of Merger, dated as of April
5, 1997, among DQE, Inc. and APS and AYP Sub, Inc., and a
proposal to approve an amendment to the Restated Charter of APS
to change the name of the company to Allegheny Energy, Inc.
Because Proposal 2, regarding changing the name of
the company, requires approval by holders of a majority of the
outstanding shares, failure to vote has the same effect as
voting against the proposal. As stated in my letter that
accompanied the proxy statement, the name change will be made
whether or not the merger is consummated.
Please take the time today to sign, date and return
the enclosed duplicate proxy card in the postage-paid envelope
as soon as possible. If you need another copy of the Proxy
Statement or have any questions, please contact the firm of
MacKenzie Partners, Inc., which is assisting us with the
solicitation of proxies, at 1-800-322-2885.
Your prompt attention to this important matter will
save your company additional solicitation expense.
Sincerely,
/s/ Alan J. Noia
Alan J. Noia
