<PAGE>
File No. 70-9115
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
APPLICATION OR DECLARATION
ON FORM U-1
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Monongahela Power Company
1310 Fairmont Avenue
Fairmont, WV 26554
The Potomac Edison Company
10435 Downsville Pike
Hagerstown, MD 21740-1766
West Penn Power Company
800 Cabin Hill Drive
Greensburg, PA 15601
(Name of company or companies filing this statement and
addresses of principal executive offices)
Allegheny Energy, Inc.
(Name of top registered holding company parent of each
applicant or declarant)
Thomas K. Henderson, Esq.
Vice President
Allegheny Energy, Inc.
10435 Downsville Pike
Hagerstown, MD 21740
(Name and address of agent for service)
<PAGE>
1. Applicants hereby amend Item No. 6, Exhibits and
Financial Statements, of their Application or Declaration by
filing the following:
(a) Exhibits
D-2 Monongahela's Application to the
Ohio Public Utility Commission
<PAGE>
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.
MONONGAHELA POWER COMPANY
By: /s/ Carol G. Russ
Counsel
THE POTOMAC EDISON COMPANY
By: /s/ Carol G. Russ
Counsel
WEST PENN POWER COMPANY
By: /s/ Carol G. Russ
Counsel
Dated: October 27, 1997
<PAGE>
B E F O R E
THE PUBLIC UTILITIES COMMISSION OF OHIO
In the Matter of the Application 97--EL-AIS
of Monongahela Power Company
for authority to issue and sell debt securities.
To the Honorable
The Public Utilities Commission of Ohio
The Application respectfully shows:
I
The Applicant, Monongahela Power Company (hereinafter called
"Company" or "Applicant"), is an Ohio corporation, having its
principal office in the City of Marietta in said State, and a
public utility as defined in Section 4905.02 of the Ohio Revised
Code. The Company is engaged in the generation, transmission,
distribution and sale of electricity in Washington, Monroe,
Morgan, Athens, Noble and Meigs Counties, Ohio, and elsewhere,
including the northern half of West Virginia, and in the
ownership and operation of an undivided interest in a power
generating station (Hatfield's Ferry Station) in Pennsylvania.
The name and mailing address of the Company is:
Monongahela Power Company
1310 Fairmont Avenue
P.O. Box 1392
Fairmont, WV 26555-1392
1
<PAGE>
II
The Applicant is a wholly owned subsidiary of Allegheny
Power System, Inc., (hereinafter called "Allegheny"), a Maryland
corporation, and a holding company registered under the Public
Utility Holding Company Act of 1935. Allegheny as a registered
holding company, and the Company as a subsidiary of a registered
holding company, are subject to the jurisdiction of the
Securities and Exchange Commission under the Public Utility
Holding Company Act of 1935. In addition, the Applicant is
subject as to certain aspects of its operations to the
jurisdiction of the Federal Energy Regulatory Commission and the
West Virginia Public Service Commission.
III
The authorized capital stock of Applicant totals 9,500,000
shares having a total par value of $550,000,000, represented by
1,500,000 shares of $100 par value Cumulative Preferred Stock,
740,000 of which are now outstanding, and 8,000,000 shares of $50
par value Common Stock, of which 5,891,000 shares are now
outstanding and owned by Allegheny. Outstanding First Mortgage
Bonds of the Applicant total $355,000,000 principal amount.
Applicant's Quarterly Income Debt Securities total $40,000,000
while its Pollution Control and Solid Waste Disposal Bonds total
$99,710,000.
IV
DEBT SECURITIES
The Company requests authority through December 31, 2002, if
market conditions warrant, to issue and sell up to $200 million
aggregate principal amount of secured or unsecured medium term
notes, debentures, first mortgage bonds, or other debt securities
(the Debt Securities), in one or more series, but not to exceed a
total of $200 million (or its equivalent, based upon the exchange
rate on the applicable trade date in such foreign or composite
currencies as the Company shall designate at the time of
issuance). The Company desires to have available sufficient
flexibility to adjust its financing program to developments in
the market for Debt Securities when and as they occur, in order
to obtain the best possible price or prices for the Debt
Securities.
There is little doubt that the electric utility industry
will soon see full-blown competition. There is new awareness
from Washington, D.C. to virtually every state capital that the
electric utility industry can no longer exist as a conglomeration
of independent, regulated monopolies. Changes in the regulatory
environment at both the state and federal levels have set the
stage for transition.
2
<PAGE>
The Company proposes to issue and sell over the next five
years, Debt Securities that in the aggregate will not exceed $200
million. The Debt Securities will be sold to raise funds (1) to
be able to compete effectively in the new utility market, (2) for
possible early redemption of certain bonds, (3) for replacement
of certain bonds at maturity, (4) for tender offers for bonds,
(5) for redemption of or tender for series of preferred stock,
(6) for general corporate purposes, including the retirement of
any short-term debt and ongoing construction expenditures, (7) to
raise new funds for general corporate addition of assets, or (8)
for any combination of the above.
The annual interest rate to be borne by each series of Debt
Securities, the price to be paid to the Company (which, in the
case of First Mortgage Bonds, shall not be less than 98% and
shall not exceed 101.75% of principal amount), will be determined
(1) by competitive bidding, (2) by negotiations between the
Company and private investors or (3) by negotiations or
arrangements with underwriters and/or agents for the sale of such
series. The compensation to be paid to underwriters and/or
agents will be determined prior to the issuance of each
transaction. It is expected that the successful bidders or, in
the event of a negotiated transaction, the underwriters and/or
agents, will make a public offering of the bonds, unless the size
of any series offered makes such public offering impracticable.
Interest rate and the price to be paid to the Company will
be determined at the time of issuance. The Company will not,
without a further order of the Commission, proceed to issue and
sell the Debt Securities at interest rates greater than the
interest rates set out in Exhibit B attached hereto and made a
part hereof.
The Debt Securities will be issued in one or more series,
with maturity and call provisions, if any, to be determined at
the time of issuance.
If the Debt Securities are Secured Medium Term Notes or
First Mortgage Bonds, they will be issued under and secured,
together with the Company's presently outstanding First Mortgage
Bonds, and any Bonds of other series hereafter authorized and
issued, by the Mortgage Indenture dated August 1, 1945, as
supplemented and amended and as to be further supplemented and
amended by one or more Supplemental Indentures, each to be dated
as of the first day of the month in which the Debt Securities
issued thereunder are issued and sold.
If the Debt Securities are unsecured medium term notes or
debentures, they will be issued subject to an Indenture between
the Company and The Bank of New York, as trustee, dated as of May
15, 1995.
3
<PAGE>
EARLY REDEMPTION AND TENDER OFFERS:
In view of current and prospective market conditions,
particularly interest rates, the Company believes that the
optional redemption of the below listed securities may be
advantageous to its ratepayers and share holders by reducing the
cost of its outstanding series of debt and equity.
The Company may use part of the proceeds that are realized
from the issuance and sale of the Debt Securities either to make
a tender offer for or to effect the optional redemption prior to
maturity, if market conditions warrant, of any one or more of the
currently outstanding First Mortgage Bonds, Pollution Control or
Solid Waste Disposal Bonds, Quarterly Income Debt Securities, and
Preferred Stock series, not to exceed $200 million in the
aggregate, as follows:
1. First Mortgage Bonds
$355 million principal amount, aggregate
Principal Current Next Change
Series Maturity Amount Optional In
Outstanding Redemption Redemption
Price Price or
Call
6-1/2% 1997 $15,000,000 100 N/A
5-5/8% 2000 $65,000,000 No Call N/A
7-3/8% 2002 $25,000,000 No Call N/A
7-1/4% 2007 $25,000,000 No Call 9-1-2002
8-5/8% 2021 $50,000,000 106.28 11-1-1997
8-1/2% 2022 $65,000,000 106.20 6-1-1997
8-3/8% 2022 $40,000,000 No Call 7-1-2002
7-5/8% 2025 $70,000,000 No Call 5-1-2005
4
<PAGE>
2. Pollution Control or Solid Waste Disposal Bonds
$99,710,000 principal amount, aggregate
Principal Current Next Change
County Series Maturity Amount Optional In Redemption
Outstanding Redemption Price or Call
Price
Greene, PA "A" 6.30% 2002 $2,560,000 100.00 N/A
6.40% 2007 $1,000.000 100.00 N/A
6.40% 2012 $3,000,000 100.00 N/A
Pleasants, WV 6-3/8% 2007 $14,500,000 100.00 N/A
"A" 6-3/8% 2012 $ 3,000,000 100.00 N/A
Marion, 6-7/8% 1998 $19,100,000 No Call Maturity
Pleasants &
Preston, WV "B"
Harrison, WV "A" 6-7/8% 2022 $ 5,000,000 No Call 4-15-2002
Monongalia, WV 5.95% 2013 $ 7,050,000 No Call 4- 1-2003
"B"
Harrison, WV "B" 6-1/4% 2023 $10,675,000 No Call 5- 1-2003
Harrison, WV "C" 6-3/4% 2024 $ 8,825,000 No Call 8- 1-2004
Pleasants, WV "C" 6.15% 2015 $25,000,000 No Call 4- 1-2005
3. Quarterly Income Debt Securities
$40 million principal amount, aggregate
Principal Current Next Change
Series Maturity Amount Optional In Right to
Outstanding Redemption Call
Price
8% 2025 $40,000,000 No Call 6-19-2000
5
<PAGE>
4. Preferred Stock
$74 million principal amount, aggregate
Shares Principal Current
Series Outstanding Amount Optional Date of
Outstanding Redemption Issue
Price
4.40% 90,000 $9,000,000 106.50 1945
4.80% B 40,000 $4,000,000 105.25 1947
4.50% C 60,000 $6,000,000 103.50 1950
$6.28 D 50,000 $5,000,000 102.86 1967
$7.73 L 500,000 $50,000,000 100.00 1994
MATURITY: $80 million principal amount, aggregate
The issuance of Debt Securities may be advantageous in order
to provide the Company with funds to pay at maturity the
following series:
Principal Current Next Change
Series Maturity Amount Optional In
Outstanding Redemption Redemption
Price Price
6-1/2% 1997 $15,000,000 100.00 N/A
5-5/8% 2000 $65,000,000 No Call N/A
COMPETITION: Up to $200 million
Monongahela may use the entire aggregate amount over the
next five years to prepare for competition in this era of
deregulation and uncertainty. Broad-based competition appears to
be inevitable and the future will be determined by the
marketplace. As the Company prepares for competition, it needs
to be in a position to act quickly to raise funds. In a
competitive marketplace, the Company must have both the
flexibility to adapt to changing conditions and the ability to
issue various forms of debt. While we are unsure of the
particular application of these funds since legislation has not
been enacted in our states, certainly such developments or
corporate restructuring, Regional Power Exchange (RPX) funding
and regional transmission pacts are possible uses for such funds.
6
<PAGE>
GENERAL PURPOSES: $200 million
The entire aggregate amount may also be used for general
corporate purposes, to pay off short-term debt, or to raise new
funds for construction expenditures.
Monongahela will incur expenses in the following areas in
connection with the issuance of the Debt Securities:
Independent accountants*
Legal fees*
Printing*
Trustee's fee*
Trustee's expenses*
Recordation fees and taxes*
SEC registration fee*
Bond rating fee*
Blue sky fees and expenses*
Miscellaneous*
*The figures cannot be ascertained prior to issuance and
will be provided by amendment when they are ascertained.
The Company proposes to file a registration statement with
respect to the Debt Securities covered by this Securities
Certificate under the Securities Act of 1933, as amended.
The Company has not filed an application or declaration on
Form U-1 filed with the Securities and Exchange Commission
pursuant to the Public Utility Holding Company Act of 1935 (the
"Act") concerning the proposed issue of Debt Securities because
the issuance is exempt from such requirement pursuant to Rule 52
of the Act (17 C.F.R. 250.52) upon authorization of the issuance
by the Public Utility Commission. Within 10 days after the
issuance, a copy of Certificate of Notification on Form U 6B-2
will be filed with the Securities and Exchange Commission
pursuant to Rule 52.
V
EXHIBITS
Monongahela has attached hereto a copy of its financial
statements as of March 31, 1997, as Exhibit A. Also attached
hereto is a summary of the parameters for the Debt Securities
which it proposes to issue, as Exhibit B.
7
<PAGE>
VI
CONCLUSION
Applicant desires to consummate some or all of the proposed
transactions outlined above over the next five years in order to
reduce its cost of long-term financing and thereby to maintain
its position as a low cost producer of electric energy in order
to meet the challenges presented over the next five years in a
competitive business environment.
WHEREFORE, the Applicant prays, consistent with the
Application and Exhibits filed herein, that an Order be issued by
the Commission without hearing as follows:
(1) authorizing Applicant to invite bids for the purchase
of up to $200 million of its Debt Securities for the purposes as
hereinabove described;
(2) authorizing Applicant, in the event a bid for the said
Debt Securities is acceptable to Applicant, to execute and
deliver to the successful bidder or bidders an acceptance in
writing thereof, without further authorization by your Honorable
Commission;
(3) authorizing Applicant, in the event a bid for said Debt
Securities is accepted, to issue and sell said Debt Securities on
or before December 31, 2002, pursuant to the purchase contract
therefor consisting of the bid and its exhibits, without further
authorization by your Honorable Commission;
(4) authorizing Applicant, subject to the parameters set
out above, to negotiate with private investors or with
underwriters and/or agents for the offering by such underwriters
of the Debt Securities, to enter into a purchase contract with
such investors or underwriters upon completion of such
negotiations and to sell said Debt Securities to and through such
investors or underwriters, without further authorization by your
Honorable Commission;
(5) authorizing Applicant to issue Debt Securities in the
principal amount of up to $200 million for the purpose of
refunding before maturity higher cost First Mortgage Bonds;
(6) authorizing Applicant to issue Debt Securities in the
principal amount of up to $99,710,000 on or before December 31,
2002 for the purpose of refinancing issues of its Pollution
Control and Solid Waste Disposal tax-exempt revenue Bonds;
(7) authorizing Applicant to issue Debt Securities in the
principal amount of up to $40 million for the purpose of
refunding before maturity higher cost Quarterly Income Debt
Securities;
(8) authorizing Applicant to issue Debt Securities in the
principal amount of up to $74 million for the purpose of
refunding higher cost Preferred Stock;
8
<PAGE>
(9) authorizing Applicant to issue Debt Securities in the
principal amount of up to $80 million for the purpose of paying
first mortgage bonds at maturity;
(10) authorizing Applicant to issue Debt Securities in the
principal amount of up to $200 million for the purpose of meeting
demands placed upon Applicant by competitive forces;
(11) authorizing that the total of the Debt Securities to
be sold on or before December 31, 2002 for all of the purposes
outlined above shall not exceed $200 million;
(12) authorizing all other and further relief necessary or
appropriate in the premises.
Respectfully submitted,
MONONGAHELA POWER COMPANY
By /s/ C. Vernon Estel, Jr.
Vice President
(SEAL)
ATTEST:
/s/ Thomas C. Sheppard, Jr.
Assistant Secretary
/s/ Gary A. Jack
Gary A. Jack
Attorney for Applicant
Monongahela Power Company
1310 Fairmont Avenue
P.O. Box 1392
Fairmont, West Virginia 26555-1392
9
<PAGE>
STATE OF WEST VIRGINIA,
COUNTY OF MARION,
C. Vernon Estel, Jr. and Thomas C. Sheppard, Jr., being
first duly sworn, depose and state that they are the Vice
President and Assistant Secretary, respectively, of Monongahela
Power Company, the Applicant in the foregoing Application, and
that the statements and allegations contained therein are true to
the best of their knowledge, information and belief.
/s/ C. Vernon Estel, Jr.
Vice President
/s/ Thomas C. Sheppard, Jr.
Assistant Secretary
Sworn to and subscribed before me this 22nd day of July, 1997.
/s/ Marcia F. Johnston
Notary Public
10
<PAGE>
MONONGAHELA POWER COMPANY
STATEMENT OF FINANCIAL CONDITION
March 31, 1997
(a) Amount and classes of stock authorized:
(1) 8,000,000 shares Common Stock - par value $50
(2) 1,500,000 shares Cumulative Preferred Stock - par value
$100
(b) Amount and classes of stock issued and outstanding as of March
31, 1997:
(1) 5,891,000 shares Common Stock
740,000 shares Cumulative Preferred Stock, as follows:
4.40% Series - 90,000 shares
4.80% Series B - 40,000 shares
4.50% Series C - 60,000 shares
$6.28 Series D - 50,000 shares
$7.73 Series L - 500,000 shares
(c) Terms of preference of all preferred stock:
All shares of equal rank.
(d) Brief description of each mortgage upon any property of the
corporation, giving date of execution, name of trustee,
amount of indebtedness authorized to be secured thereby,
amount of indebtedness actually secured and brief description
of the mortgaged property or collateral:
There is presently in effect a mortgage
indenture dated August 1, 1945, and
indentures supplemental thereto, executed
by the applicant upon all its property
under which Citibank N.A., 111 Wall Street,
New York, New York, is the trustee. Said
mortgage indenture secures bonds issued
thereunder by the applicant for the purpose
of borrowing money for its corporate
purposes and authorizes the issuance of an
initial series of bonds for the aggregate
principal amount of $22,000,000.
Thereafter from time to time, upon a
showing that the consolidated net earnings
of the applicant and its subsidiaries
available for interest for 12 out of the 15
preceding months, after provision for
depreciation, have been in the aggregate
equal to not less than twice the amount of
annual interest charges on the principal
amount of all bonds and prior lien bonds
then outstanding or applied for, additional
bonds of any series may be issued in an
aggregate principal amount equal to 60% of
the net bondable value of property
additions plus the amount of any cash
deposited with the Trustee, and also in
substitution for any refundable bonds. The
amount of indebtedness accrued and
principal outstanding is $355,000,000.
There is no interest due and unpaid.
<PAGE>
- 2 -
(e) Number and amount of bonds authorized and issued
under each mortgage; describing each class separately,
giving date of issue, par value, rate of interest,
date of maturity and how secured:
Monongahela Power Company has bonds issued and
outstanding under the above-mentioned Indenture
consisting of series, all of which are First
Mortgage Bonds, as follows:
<TABLE>
<CAPTION>
Amount
Issued Par Value Series Outstanding
<S> <C> <C> <C>
1967 $1,000 6-1/2% Due 1997 $ 15,000,000
1991 1,000 8-5/8% Due 2021 50,000,000
1992 1,000 8-1/2% Due 2022 65,000,000
1992 1,000 7-3/8% Due 2002 25,000,000
1992 1,000 8-3/8% Due 2022 40,000,000
1992 1,000 7-1/4% Due 2007 25,000,000
1993 1,000 5-5/8% Due 2000 65,000,000
1995 1,000 7-5/8% Due 2025 70,000,000
$355,000,000
</TABLE>
(f) Other indebtedness of all kinds, giving same by classes and
describing security, if any:
<TABLE>
<CAPTION>
Amount
Indebtedness Outstanding
<S> <C> <C>
(1) Quarterly income debt securities $ 40,000,000
(2) Secured notes for pollution control facilities
and solid waste disposal notes 74,050,000
(3) Unsecured notes for pollution control facilities 6,560,000
(4) Instalment purchase obligations for pollution
control facilities 19,100,000
$139,710,000
</TABLE>
<PAGE>
- 3 -
(g) Amount of interest paid during previous fiscal year upon each
species of indebtedness and rate thereof and, if different
rates were paid, amount paid at each rate:
12 Months
Ended
12-31-96
(1) First Mortgage Bonds
5-1/2% Series Due 1996 $ 495,000
6-1/2% Series Due 1997 975,000
8-5/8% Series Due 2021 4,312,500
8-1/2% Series Due 2022 5,525,000
7-3/8% Series Due 2002 1,843,750
8-3/8% Series Due 2022 3,350,000
7-1/4% Series Due 2007 1,812,500
5-5/8% Series Due 2000 3,656,250
7-5/8% Series Due 2025 5,337,500
27,307,500
(2) Quarterly Income Debt Securities
$40,000,000 @ 8% 3,200,000
3,200,000
(3) Secured Notes
$17,500,000 @ 6.375% 1,115,625
$ 5,000,000 @ 6.875% 343,750
$ 7,050,000 @ 5.95% 419,475
$10,675,000 @ 6.25% 667,188
$ 8,825,000 @ 6.75% 595,688
$25,000,000 @ 6.15% 1,537,500
4,679,226
(4) Unsecured Notes
$3,060,000 @ 6.30% 192,780
$4,000,000 @ 6.40% 256,000
448,780
(5) Installment Purchase Obligations
$19,100,000 @ 6.875% 1,313,125
Total interest on long-term debt $36,948,631
(6) See Schedule A for interest on
short-term debt $ 370,804
<PAGE>
- 4 -
(h) Amount of dividends paid upon each class of stock during
previous five years:
<TABLE>
<CAPTION>
12 Months 12 Months 12 Months 12 Months 12 Months
Ended Ended Ended Ended Ended
Class of Stock 12-31-96 12-31-95 12-31-94 12-31-93 12-31-92
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Cumulative Preferred:
4.40% Series $ 396,000 $ 396,000 $ 396,000 $ 396,000 $ 396,000
4.80% Series B 192,000 192,000 192,000 192,000 192,000
4.50% Series C 270,000 270,000 270,000 270,000 270,000
$6.28 Series D 314,000 314,000 314,000 314,000 314,000
$7.36 Series E - 232,000 368,000 368,000 368,000
$9.64 Series F - - - - 387,500
$8.80 Series G - 277,000 440,000 440,000 440,000
$7.92 Series H - 250,000 396,000 396,000 396,000
$7.92 Series I - 499,000 792,000 792,000 792,000
$8.60 Series J - 813,000 1,290,000 1,290,000 1,290,000
$7.73 Series L 3,865,000 3,865,000 1,835,875 - -
$ 5,037,000 $ 7,108,000 $ 6,293,875 $ 4,458,000 $ 4,845,500
Common Stock:
Dividends $49,955,680 $48,660,810 $47,481,460 $49,837,860 $46,532,410
</TABLE>
(i) A statement of income for the twelve months ended March 31,
1997 and balance sheet as of March 31, 1997 are attached as
Schedules B and C, respectively.
Schedule A-1
REPORT:RAOI ALLEGHENY POWER SYSTEM, INC. DATE: 10/01/97
AVERAGE PRINCIPAL AND RATE ANALYSIS PAGE: 1
01/01/96 - 01/01/97
<TABLE>
<CAPTION>
PORTFOLIOS: MP
SECURITIES: CP
AVERAGE # DAYS AVG ANNUAL INTEREST AVERAGE
TYPE DATE AMOUNT PER DAY OUTSTANDING PRINCIPAL FOR PERIOD INTEREST RATE
---- -------- ---------------- ------------- ----------- -------------- ---------- -------------
Monongahela Power Company
<S> <C> <C> <C> <C> <C> <C> <C>
CP 12/28/95 $10,000,000.00 $27,777.78 10 $277,777.78 $16,805.56 6.0500
CP 12/29/95 $12,400,000.00 $34,444.44 1 $34,444.44 $2,101.11 6.1000
CP 01/02/96 $15,000,000.00 $41,666.67 1 $41,666.67 $2,425.00 5.8200
CP 01/03/96 $10,000,000.00 $27,777.78 13 $361,111.11 $20,763.89 5.7500
CP 01/04/96 $12,200,000.00 $33,888.89 1 $33,888.89 $1,982.50 5.8500
CP 01/05/96 $11,500,000.00 $31,944.44 3 $95,833.33 $5,433.75 5.6700
CP 01/08/96 $7,800,000.00 $21,666.67 1 $21,666.67 $1,256.67 5.8000
CP 01/09/96 $8,100,000.00 $22,500.00 1 $22,500.00 $1,282.50 5.7000
CP 01/11/96 $7,300,000.00 $20,277.78 1 $20,277.78 $1,125.42 5.5500
CP 01/11/96 $10,000,000.00 $27,777.78 7 $194,444.44 $10,791.67 5.5500
CP 01/16/96 $10,850,000.00 $30,138.89 1 $30,138.89 $1,726.96 5.7300
CP 01/18/96 $13,900,000.00 $38,611.11 1 $38,611.11 $2,171.88 5.6250
CP 01/19/96 $12,300,000.00 $34,166.67 3 $102,500.00 $5,688.75 5.5500
CP 01/22/96 $11,400,000.00 $31,666.67 1 $31,666.67 $1,767.00 5.5800
CP 01/23/96 $11,000,000.00 $30,555.56 1 $30,555.56 $1,701.94 5.5700
CP 01/24/96 $8,500,000.00 $23,611.11 1 $23,611.11 $1,310.42 5.5500
CP 01/25/96 $10,000,000.00 $27,777.78 15 $416,666.67 $23,125.00 5.5500
CP 01/25/96 $2,900,000.00 $8,055.56 1 $8,055.56 $451.11 5.6000
CP 01/29/96 $8,550,000.00 $23,750.00 1 $23,750.00 $1,365.63 5.7500
CP 01/31/96 $4,900,000.00 $13,611.11 1 $13,611.11 $816.67 6.0000
CP 02/01/96 $7,700,000.00 $21,388.89 1 $21,388.89 $1,155.00 5.4000
CP 02/05/96 $7,800,000.00 $21,666.67 1 $21,666.67 $1,153.75 5.3250
CP 03/01/96 $7,000,000.00 $19,444.44 10 $194,444.44 $10,441.67 5.3700
CP 03/05/96 $10,300,000.00 $28,611.11 1 $28,611.11 $1,530.69 5.3500
CP 03/18/96 $2,150,000.00 $5,972.22 1 $5,972.22 $328.47 5.5000
CP 03/28/96 $3,100,000.00 $8,611.11 1 $8,611.11 $482.22 5.6000
CP 03/29/96 $12,400,000.00 $34,444.44 3 $103,333.33 $5,890.00 5.7000
CP 04/01/96 $15,600,000.00 $43,333.33 1 $43,333.33 $2,383.33 5.5000
CP 04/02/96 $5,000,000.00 $13,888.89 6 $83,333.33 $4,583.33 5.5000
CP 04/02/96 $5,000,000.00 $13,888.89 13 $180,555.56 $9,894.44 5.4800
CP 04/04/96 $5,900,000.00 $16,388.89 4 $65,555.56 $3,540.00 5.4000
CP 04/15/96 $8,050,000.00 $22,361.11 1 $22,361.11 $1,225.39 5.4800
CP 04/26/96 $800,000.00 $2,222.22 3 $6,666.67 $346.67 5.2001
</TABLE>
<PAGE>
Schedule A-2
REPORT:RAOI ALLEGHENY POWER SYSTEM, INC. DATE: 10/01/97
AVERAGE PRINCIPAL AND RATE ANALYSIS PAGE: 2
01/01/96 - 01/01/97
<TABLE>
<CAPTION>
PORTFOLIOS: MP
SECURITIES: CP
AVERAGE # DAYS AVG ANNUAL INTEREST AVERAGE
TYPE DATE AMOUNT PER DAY OUTSTANDING PRINCIPAL FOR PERIOD INTEREST RATE
---- -------- ---------------- ------------- ----------- -------------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
CP 05/01/96 $7,000,000.00 $19,444.44 12 $233,333.33 $12,553.33 5.3800
CP 05/03/96 $9,400,000.00 $26,111.11 3 $78,333.33 $4,167.33 5.3200
CP 06/04/96 $4,000,000.00 $11,111.11 1 $11,111.11 $602.22 5.4200
CP 06/28/96 $7,700,000.00 $21,388.89 3 $64,166.67 $3,625.42 5.6500
CP 07/30/96 $2,650,000.00 $7,361.11 1 $7,361.11 $398.97 5.4200
CP 08/02/96 $3,650,000.00 $10,138.89 3 $30,416.67 $1,703.33 5.6000
CP 08/07/96 $4,900,000.00 $13,611.11 1 $13,611.11 $714.58 5.2500
CP 08/08/96 $3,500,000.00 $9,722.22 1 $9,722.22 $503.61 5.1800
CP 08/14/96 $2,550,000.00 $7,083.33 1 $7,083.33 $380.38 5.3701
CP 09/30/96 $7,700,000.00 $21,388.89 1 $21,388.89 $1,276.92 5.9700
CP 10/01/96 $11,050,000.00 $30,694.44 1 $30,694.44 $1,672.85 5.4500
CP 10/02/96 $10,000,000.00 $27,777.78 1 $27,777.78 $1,486.11 5.3500
CP 10/16/96 $500,000.00 $1,388.89 1 $1,388.89 $73.33 5.2798
CP 10/17/96 $300,000.00 $833.33 1 $833.33 $44.17 5.3004
CP 11/08/96 $800,000.00 $2,222.22 4 $8,888.89 $471.11 5.3000
CP 12/31/96 $28,250,000.00 $78,472.22 2 $156,944.44 $10,986.11 7.0000
TOTAL $3,311,666.66 $187,708.16 5.6681
=============== ============ =======
GRAND TOTAL $3,311,666.66 $187,708.16 5.6681
=============== ============ =======
</TABLE>
Schedule A-3
REPORT:RAOI ALLEGHENY POWER SYSTEM, INC. DATE: 10/01/97
AVERAGE PRINCIPAL AND RATE ANALYSIS PAGE: 1
01/01/96 - 01/01/97
<TABLE>
<CAPTION>
PORTFOLIOS: MP
SECURITIES: BL
AVERAGE # DAYS AVG ANNUAL INTEREST AVERAGE
TYPE DATE AMOUNT PER DAY OUTSTANDING PRINCIPAL FOR PERIOD INTEREST RATE
---- -------- ---------------- ------------- ----------- -------------- ---------- -------------
Monongahela Power Company
<S> <C> <C> <C> <C> <C> <C> <C>
BL 12/29/95 $7,500,000.00 $20,833.33 1 $20,833.33 $1,250.00 6.0000
BL 01/02/96 $7,500,000.00 $20,833.33 1 $20,833.33 $1,208.33 5.8000
BL 01/03/96 $13,000,000.00 $36,111.11 1 $36,111.11 $2,211.81 6.1250
BL 01/10/96 $7,400,000.00 $20,555.56 1 $20,555.56 $1,130.56 5.5000
BL 01/12/96 $7,200,000.00 $20,000.00 4 $80,000.00 $4,480.00 5.6000
BL 01/17/96 $7,600,000.00 $21,111.11 1 $21,111.11 $1,292.00 6.1200
BL 01/26/96 $2,900,000.00 $8,055.56 3 $24,166.67 $1,370.25 5.6700
BL 01/30/96 $5,000,000.00 $13,888.89 1 $13,888.89 $787.50 5.6700
BL 02/02/96 $8,600,000.00 $23,888.89 3 $71,666.67 $3,834.17 5.3500
BL 02/06/96 $5,100,000.00 $14,166.67 1 $14,166.67 $757.92 5.3500
BL 02/07/96 $3,400,000.00 $9,444.44 1 $9,444.44 $500.56 5.3000
BL 02/08/96 $2,200,000.00 $6,111.11 1 $6,111.11 $323.89 5.3000
BL 02/09/96 $9,900,000.00 $27,500.00 3 $82,500.00 $4,372.50 5.3000
BL 02/12/96 $8,600,000.00 $23,888.89 1 $23,888.89 $1,278.06 5.3500
BL 02/13/96 $9,250,000.00 $25,694.44 1 $25,694.44 $1,361.81 5.3000
BL 02/14/96 $7,600,000.00 $21,111.11 1 $21,111.11 $1,161.11 5.5000
BL 03/01/96 $8,800,000.00 $24,444.44 3 $73,333.33 $4,033.33 5.5000
BL 03/04/96 $2,700,000.00 $7,500.00 1 $7,500.00 $411.00 5.4800
BL 03/06/96 $7,350,000.00 $20,416.67 1 $20,416.67 $1,078.00 5.2800
BL 03/07/96 $3,400,000.00 $9,444.44 1 $9,444.44 $495.83 5.2500
BL 03/08/96 $1,850,000.00 $5,138.89 3 $15,416.67 $814.00 5.2800
BL 03/11/96 $7,800,000.00 $21,666.67 1 $21,666.67 $1,159.17 5.3500
BL 03/15/96 $2,100,000.00 $5,833.33 3 $17,500.00 $997.50 5.7000
BL 04/02/96 $6,700,000.00 $18,611.11 1 $18,611.11 $1,023.61 5.5000
BL 04/03/96 $5,850,000.00 $16,250.00 1 $16,250.00 $885.63 5.4500
BL 04/08/96 $9,100,000.00 $25,277.78 1 $25,277.78 $1,352.36 5.3500
BL 04/09/96 $7,200,000.00 $20,000.00 1 $20,000.00 $1,070.00 5.3500
BL 04/10/96 $5,250,000.00 $14,583.33 1 $14,583.33 $802.08 5.5000
BL 04/11/96 $3,200,000.00 $8,888.89 1 $8,888.89 $475.56 5.3500
BL 04/12/96 $1,400,000.00 $3,888.89 3 $11,666.67 $630.00 5.4000
BL 04/16/96 $5,250,000.00 $14,583.33 1 $14,583.33 $780.21 5.3500
BL 04/17/96 $1,900,000.00 $5,277.78 1 $5,277.78 $279.72 5.3000
BL 04/24/96 $3,800,000.00 $10,555.56 1 $10,555.56 $591.11 5.6000
</TABLE>
<PAGE>
Schedule A-4
REPORT:RAOI ALLEGHENY POWER SYSTEM, INC. DATE: 10/01/97
AVERAGE PRINCIPAL AND RATE ANALYSIS PAGE: 2
01/01/96 - 01/01/97
<TABLE>
<CAPTION>
PORTFOLIOS: MP
SECURITIES: BL
AVERAGE # DAYS AVG ANNUAL INTEREST AVERAGE
TYPE DATE AMOUNT PER DAY OUTSTANDING PRINCIPAL FOR PERIOD INTEREST RATE
---- -------- ---------------- ------------- ----------- -------------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
BL 04/25/96 $2,600,000.00 $7,222.22 1 $7,222.22 $386.39 5.3500
BL 04/29/96 $8,800,000.00 $24,444.44 1 $24,444.44 $1,307.78 5.3500
BL 04/30/96 $8,300,000.00 $23,055.56 1 $23,055.56 $1,268.06 5.5000
BL 05/01/96 $7,800,000.00 $21,666.67 1 $21,666.67 $1,174.33 5.4200
BL 05/02/96 $8,800,000.00 $24,444.44 1 $24,444.44 $1,324.89 5.4200
BL 05/06/96 $8,000,000.00 $22,222.22 1 $22,222.22 $1,188.89 5.3500
BL 05/07/96 $8,200,000.00 $22,777.78 1 $22,777.78 $1,218.61 5.3500
BL 05/08/96 $6,200,000.00 $17,222.22 1 $17,222.22 $955.83 5.5500
BL 05/09/96 $4,500,000.00 $12,500.00 1 $12,500.00 $668.75 5.3500
BL 05/10/96 $2,250,000.00 $6,250.00 3 $18,750.00 $993.75 5.3000
BL 05/13/96 $7,600,000.00 $21,111.11 1 $21,111.11 $1,140.00 5.4000
BL 05/14/96 $6,650,000.00 $18,472.22 1 $18,472.22 $988.26 5.3500
BL 05/28/96 $2,300,000.00 $6,388.89 1 $6,388.89 $341.81 5.3501
BL 05/29/96 $1,100,000.00 $3,055.56 1 $3,055.56 $163.47 5.3499
BL 06/03/96 $1,950,000.00 $5,416.67 1 $5,416.67 $299.54 5.5300
BL 06/05/96 $2,600,000.00 $7,222.22 1 $7,222.22 $399.39 5.5300
BL 07/01/96 $11,600,000.00 $32,222.22 1 $32,222.22 $1,788.33 5.5500
BL 07/02/96 $10,650,000.00 $29,583.33 1 $29,583.33 $1,641.88 5.5500
BL 07/03/96 $11,350,000.00 $31,527.78 2 $63,055.56 $3,594.17 5.7000
BL 07/05/96 $10,950,000.00 $30,416.67 3 $91,250.00 $4,973.13 5.4500
BL 07/08/96 $10,450,000.00 $29,027.78 1 $29,027.78 $1,532.67 5.2800
BL 07/09/96 $8,900,000.00 $24,722.22 1 $24,722.22 $1,322.64 5.3500
BL 07/10/96 $7,100,000.00 $19,722.22 1 $19,722.22 $1,045.28 5.3000
BL 07/11/96 $6,450,000.00 $17,916.67 1 $17,916.67 $949.58 5.3000
BL 07/12/96 $5,050,000.00 $14,027.78 3 $42,083.33 $2,209.38 5.2500
BL 07/29/96 $1,000,000.00 $2,777.78 1 $2,777.78 $152.78 5.5001
BL 07/31/96 $950,000.00 $2,638.89 1 $2,638.89 $151.74 5.7501
BL 08/01/96 $3,500,000.00 $9,722.22 1 $9,722.22 $544.44 5.6000
BL 08/05/96 $3,750,000.00 $10,416.67 1 $10,416.67 $572.92 5.5000
BL 08/06/96 $4,450,000.00 $12,361.11 1 $12,361.11 $661.32 5.3500
BL 08/09/96 $3,550,000.00 $9,861.11 3 $29,583.33 $1,553.13 5.2500
BL 08/12/96 $3,050,000.00 $8,472.22 1 $8,472.22 $453.26 5.3500
BL 08/13/96 $2,900,000.00 $8,055.56 1 $8,055.56 $426.94 5.2999
BL 09/30/96 $1,000,000.00 $2,777.78 1 $2,777.78 $169.44 6.0998
BL 10/03/96 $10,050,000.00 $27,916.67 1 $27,916.67 $1,479.58 5.3000
</TABLE>
<PAGE>
Schedule A-5
REPORT:RAOI ALLEGHENY POWER SYSTEM, INC. DATE: 10/01/97
AVERAGE PRINCIPAL AND RATE ANALYSIS PAGE: 3
01/01/96 - 01/01/97
<TABLE>
<CAPTION>
PORTFOLIOS: MP
SECURITIES: BL
AVERAGE # DAYS AVG ANNUAL INTEREST AVERAGE
TYPE DATE AMOUNT PER DAY OUTSTANDING PRINCIPAL FOR PERIOD INTEREST RATE
---- -------- ---------------- ------------- ----------- -------------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
BL 10/04/96 $10,150,000.00 $28,194.44 3 $84,583.33 $4,440.63 5.2500
BL 10/07/96 $10,250,000.00 $28,472.22 1 $28,472.22 $1,509.03 5.3000
BL 10/08/96 $9,600,000.00 $26,666.67 1 $26,666.67 $1,413.33 5.3000
BL 10/09/96 $9,350,000.00 $25,972.22 1 $25,972.22 $1,428.47 5.5000
BL 10/10/96 $8,700,000.00 $24,166.67 1 $24,166.67 $1,292.92 5.3500
BL 10/11/96 $7,100,000.00 $19,722.22 4 $78,888.89 $4,181.11 5.3000
BL 10/15/96 $3,500,000.00 $9,722.22 1 $9,722.22 $539.58 5.5500
BL 10/28/96 $4,000,000.00 $11,111.11 1 $11,111.11 $605.56 5.4500
BL 10/29/96 $2,300,000.00 $6,388.89 1 $6,388.89 $341.81 5.3501
BL 10/30/96 $2,400,000.00 $6,666.67 1 $6,666.67 $360.00 5.4000
BL 11/01/96 $7,100,000.00 $19,722.22 3 $59,166.67 $3,402.08 5.7500
BL 11/04/96 $8,900,000.00 $24,722.22 1 $24,722.22 $1,359.72 5.5000
BL 11/05/96 $11,850,000.00 $32,916.67 1 $32,916.67 $1,744.58 5.3000
BL 11/06/96 $7,300,000.00 $20,277.78 1 $20,277.78 $1,155.83 5.7000
BL 11/07/96 $5,100,000.00 $14,166.67 1 $14,166.67 $765.00 5.4000
BL 12/03/96 $1,050,000.00 $2,916.67 1 $2,916.67 $161.88 5.5502
BL 12/16/96 $10,000,000.00 $27,777.78 1 $27,777.78 $1,486.11 5.3500
BL 12/16/96 $2,200,000.00 $6,111.11 1 $6,111.11 $349.56 5.7201
BL 12/17/96 $8,500,000.00 $23,611.11 1 $23,611.11 $1,286.81 5.4500
BL 12/18/96 $6,900,000.00 $19,166.67 1 $19,166.67 $1,102.08 5.7500
BL 12/19/96 $2,300,000.00 $6,388.89 1 $6,388.89 $346.92 5.4301
BL 12/20/96 $4,050,000.00 $11,250.00 3 $33,750.00 $1,788.75 5.3000
BL 12/23/96 $1,350,000.00 $3,750.00 1 $3,750.00 $200.62 5.3499
BL 12/27/96 $18,050,000.00 $50,138.89 3 $150,416.67 $8,272.92 5.5000
BL 12/30/96 $18,900,000.00 $52,500.00 1 $52,500.00 $2,940.00 5.6000
TOTAL $2,303,611.14 $125,717.24 5.4574
=============== ============ =======
GRAND TOTAL $2,303,611.14 $125,717.24 5.4574
=============== ============ =======
</TABLE>
Schedule A-6
REPORT:RAOI ALLEGHENY POWER SYSTEM, INC. DATE: 10/01/97
AVERAGE PRINCIPAL AND RATE ANALYSIS PAGE: 1
01/01/96 - 01/01/97
<TABLE>
<CAPTION>
PORTFOLIOS: MP
SECURITIES: MP
AVERAGE # DAYS AVG ANNUAL INTEREST AVERAGE
TYPE DATE AMOUNT PER DAY OUTSTANDING PRINCIPAL FOR PERIOD INTEREST RATE
---- -------- ---------------- ------------- ----------- -------------- ---------- -------------
Monongahela Power Company
<S> <C> <C> <C> <C> <C> <C>
MP 03/04/96 $9,300,000.00 $25,833.33 1 $25,833.33 $1,379.50 5.3400
MP 03/05/96 $1,700,000.00 $4,722.22 1 $4,722.22 $249.81 5.2901
MP 03/06/96 $3,250,000.00 $9,027.78 1 $9,027.78 $463.13 5.1301
MP 03/07/96 $5,400,000.00 $15,000.00 1 $15,000.00 $762.00 5.0800
MP 03/08/96 $6,850,000.00 $19,027.78 3 $57,083.33 $2,974.04 5.2100
MP 03/11/96 $7,500,000.00 $20,833.33 1 $20,833.33 $1,075.00 5.1600
MP 03/12/96 $11,800,000.00 $32,777.78 1 $32,777.78 $1,720.83 5.2500
MP 03/13/96 $9,900,000.00 $27,500.00 1 $27,500.00 $1,443.75 5.2500
MP 03/14/96 $7,950,000.00 $22,083.33 1 $22,083.33 $1,185.88 5.3700
MP 04/18/96 $500,000.00 $1,388.89 1 $1,388.89 $71.81 5.1703
MP 04/19/96 $650,000.00 $1,805.56 3 $5,416.67 $281.13 5.1901
MP 04/26/96 $400,000.00 $1,111.11 3 $3,333.33 $176.33 5.2899
MP 05/31/96 $300,000.00 $833.33 3 $2,500.00 $133.50 5.3400
MP 06/06/96 $950,000.00 $2,638.89 1 $2,638.89 $140.92 5.3401
MP 10/09/96 $9,350,000.00 $25,972.22 1 $25,972.22 $1,428.47 5.5000
MP 10/24/96 $200,000.00 $555.56 1 $555.56 $29.44 5.2992
MP 11/06/96 $4,100,000.00 $11,388.89 1 $11,388.89 $608.17 5.3400
MP 11/07/96 $4,000,000.00 $11,111.11 1 $11,111.11 $592.22 5.3300
MP 11/08/96 $6,650,000.00 $18,472.22 4 $73,888.89 $3,901.33 5.2800
MP 11/12/96 $7,750,000.00 $21,527.78 1 $21,527.78 $1,112.99 5.1700
MP 11/13/96 $7,000,000.00 $19,444.44 1 $19,444.44 $1,030.56 5.3000
MP 11/14/96 $6,950,000.00 $19,305.56 1 $19,305.56 $1,005.82 5.2100
MP 11/15/96 $3,900,000.00 $10,833.33 3 $32,500.00 $1,735.50 5.3400
MP 11/18/96 $3,200,000.00 $8,888.89 1 $8,888.89 $479.11 5.3900
MP 11/20/96 $2,400,000.00 $6,666.67 1 $6,666.67 $352.67 5.2901
MP 11/21/96 $1,500,000.00 $4,166.67 1 $4,166.67 $222.08 5.3299
MP 11/22/96 $1,400,000.00 $3,888.89 3 $11,666.67 $616.00 5.2800
MP 11/25/96 $650,000.00 $1,805.56 1 $1,805.56 $94.61 5.2399
MP 11/26/96 $5,300,000.00 $14,722.22 1 $14,722.22 $787.64 5.3500
MP 11/27/96 $4,600,000.00 $12,777.78 2 $25,555.56 $1,349.33 5.2800
MP 11/29/96 $10,750,000.00 $29,861.11 3 $89,583.33 $4,855.42 5.4200
MP 12/02/96 $11,850,000.00 $32,916.67 1 $32,916.67 $1,790.67 5.4400
MP 12/03/96 $11,350,000.00 $31,527.78 1 $31,527.78 $1,727.72 5.4800
</TABLE>
<PAGE>
Schedule A-7
REPORT:RAOI ALLEGHENY POWER SYSTEM, INC. DATE: 10/01/97
AVERAGE PRINCIPAL AND RATE ANALYSIS PAGE: 2
01/01/96 - 01/01/97
<TABLE>
<CAPTION>
PORTFOLIOS: MP
SECURITIES: MP
AVERAGE # DAYS AVG ANNUAL INTEREST AVERAGE
TYPE DATE AMOUNT PER DAY OUTSTANDING PRINCIPAL FOR PERIOD INTEREST RATE
---- -------- ---------------- ------------- ----------- -------------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C>
MP 12/04/96 $11,800,000.00 $32,777.78 1 $32,777.78 $1,668.39 5.0900
MP 12/05/96 $12,000,000.00 $33,333.33 1 $33,333.33 $1,786.67 5.3600
MP 12/06/96 $12,300,000.00 $34,166.67 3 $102,500.00 $5,453.00 5.3200
MP 12/09/96 $11,100,000.00 $30,833.33 1 $30,833.33 $1,606.42 5.2100
MP 12/10/96 $9,250,000.00 $25,694.44 1 $25,694.44 $1,333.54 5.1900
MP 12/11/96 $8,300,000.00 $23,055.56 1 $23,055.56 $1,191.97 5.1700
MP 12/12/96 $8,700,000.00 $24,166.67 1 $24,166.67 $1,254.25 5.1900
MP 12/13/96 $2,600,000.00 $7,222.22 3 $21,666.67 $1,137.50 5.2500
MP 12/19/96 $3,450,000.00 $9,583.33 1 $9,583.33 $518.46 5.4100
MP 12/20/96 $3,650,000.00 $10,138.89 3 $30,416.67 $1,609.04 5.2900
MP 12/23/96 $4,850,000.00 $13,472.22 1 $13,472.22 $693.82 5.1500
MP 12/24/96 $5,600,000.00 $15,555.56 2 $31,111.11 $1,636.44 5.2600
MP 12/26/96 $5,750,000.00 $15,972.22 1 $15,972.22 $820.97 5.1400
MP 12/31/96 $2,900,000.00 $8,055.56 2 $16,111.11 $890.94 5.5300
TOTAL $1,084,027.79 $57,378.79 5.2931
=============== ============ =======
GRAND TOTAL $1,084,027.79 $57,378.79 5.2931
=============== ============ =======
</TABLE>
Schedule B
Monongahela Power Company
Statement of Income
For Period Ended March 31, 1997 ($000)
<TABLE>
<CAPTION>
Description Month YTD 12 Months
<S> <C> <C> <C>
Electric Operating Revenues:
Residential 18,111 56,040 200,753
Commercial 9,826 30,253 120,378
Industrial 15,852 47,792 194,971
Wholesale and other, excluding affiliates 927 3,165 11,719
Bulk power transactions, net 1,141 4,181 17,017
Affiliated companies 7,820 21,372 74,553
Total Operating Revenues 53,677 162,803 619,391
Operating Expenses:
Power Cost:
Fuel 11,273 35,131 133,277
Purchased power & exchanges 8,282 25,847 100,438
Deferred power costs, net (1,171) (3,807) (10,115)
Other 3,852 12,704 55,346
Transmission & distribution 3,575 10,134 41,266
Customers accounting & services 1,386 3,495 14,748
Administrative & general 4,229 10,003 44,770
Total Operation & Maintenance 31,426 93,507 379,730
Depreciation 4,782 14,348 55,909
Taxes other than income 3,305 10,317 40,556
Federal & state income taxes 4,524 14,151 41,063
Total Operating Expenses 44,037 132,323 517,258
Operating Income 9,640 30,480 102,133
Other Income and Deductions:
AOFDC 23 136 440
Other income, net 605 1,658 6,561
Total Other Income & Deductions 628 1,794 7,001
Income Bef Interest Charges 10,268 32,274 109,134
Interest Charges:
Interest on first mortgage bonds 2,234 6,702 26,808
Interest on other long-term obligations 806 2,417 9,677
Other Interest 180 759 2,135
ABFDC (27) (160) (505)
Total Interest Charges 3,193 9,718 38,115
Net Income 7,075 22,556 71,019
</TABLE>
<PAGE>
Schedule C
MONONGAHELA POWER COMPANY
BALANCE SHEET ($000'S)
March 31,
1997
PROPERTY, PLANT, & EQUIP:
AT ORIGINAL COST 1,890,732
ACCUM DEPRECIATION (804,555)
TOTAL PROP, PLANT, & EQUP 1,086,177
INVESTMENTS & OTHER ASSETS:
ALLEGHENY GENERATING CO 54,126
ALLEGHENY PGH COAL 330
TOTAL INVST & OTH ASSETS 54,456
CURRENT ASSETS:
CASH & TEMP CASH INVEST 525
ACCOUNTS RECEIVABLE:
ELECTRIC SERVICE 73,182
OTHER 2,538
ALLOW UNCOLLECT ACCTS (2,005)
ACCTS RECV - AFFIL 9,059
MATERIALS AND SUPPLIES:
OPERATING AND CONSTR 19,117
FUEL 20,514
DEFERRED INCOME TAXES 4,192
OTHER 19,505
TOTAL CURRENT ASSETS 146,627
DEFERRED CHARGES:
REGULATORY ASSETS 166,352
OTHER 23,248
TOTAL DEFERRED CHARGES 189,600
TOTAL ASSETS 1,476,860
CAPITALIZATION:
COMMON STOCK 294,550
OTHER PAID-IN CAPITAL 2,441
RETAINED EARNINGS 236,518
SUBTOTAL 533,509
PREFERRED STOCK:
NOT SUBJ TO MAND RED 74,000
LONG-TERM DEBT 455,327
TOTAL CAPITALIZATION 1,062,836
CURRENT LIABILITIES:
SHORT-TERM DEBT 9,298
LT DEBT/PREF DUE 1 YR 34,600
ACCTS PAYABLE - AFFIL 10,711
ACCTS PAYABLE - OTHER 4,971
TAXES ACCRUED:
FED & STATE INCOME 15,935
OTHER 16,295
DEFERRED POWER COSTS 9,030
INTEREST ACCRUED 12,060
PAYROLLS ACCRUED 2,617
DIVIDENDS ACCRUED 1,358
RESTRUCTING LIABILITY 8,462
OTHER 7,663
TOTAL CURRENT LIABILITIES 133,000
DEFERRED CR & OTHER LIABILITIES:
UNAMORT INVESTMENT CR 19,908
DEFERRED INCOME TAXES 224,404
OBLIG - CAPITAL LEASES 785
REGULATORY LIABILITIES 18,192
OTHER 17,735
TOTAL DEFER CR & OTH LIAB 281,024
TOTAL CAPITALIZATION AND LIABILITIES 1,476,860
<PAGE>
<PAGE>
Exhibit B
Page 1
Monongahela Power Company
Summary
Principal Amount: Up to $200 million of bonds (the New
Bonds), secured or unsecured medium term
notes (the Notes), or unsecured indebtedness
(the Debentures), or any combination thereof,
in one or more series.
Maturity: To be determined at issuance.
Purpose: To issue and sell over the next five years,
Debt Securities that in the aggregate will
not exceed $200 million. The Debt Securities
will be sold to raise funds (1) to be able to
compete effectively in the new utility
market, (2) for possible early redemption of
certain bonds, (3) for replacement of certain
bonds at maturity, (4) for tender offers for
bonds, (5) for redemption of or tender for
series of preferred stock, (6) for general
corporate purposes, including the retirement
of any short-term debt and ongoing
construction expenditures, (7) to raise new
funds for general corporate addition of
assets, or (8) for any combination of the
above.
Underwriting
Commissions
Or Agents' Fees: Not to exceed 1.5% of the principal
amount for the New Bonds, the Notes and the
Debentures.
Price to Public: No higher than 101.75% nor less than 98%
of the principal amount, plus accrued
interest, if any.
Interest Rate: For the New Bonds and the Notes with a
maturity of 10 years or less, not to exceed
125 basis points above the yield to maturity
on United States Treasury Notes of comparable
maturity at the time of pricing.
<PAGE>
Exhibit B
Page 2
Interest Rate
(Cont'd.): For the New Bonds and the Notes with a
maturity of more than 10 years, not in excess
of 200 basis points above the yield to
maturity on United States Treasury Bonds of
comparable maturity at the time of pricing.
For the Debentures with a maturity of 10
years or less, not to exceed 175 basis points
above the yield to maturity on United States
Treasury Notes of comparable maturity at the
time of pricing.
For the Debentures with a maturity of more
than 10 years, not in excess of 225 basis
points above the yield to maturity on United
States Treasury Bonds of comparable maturity
at the time of pricing.
