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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 4, 1997
ALLEGHENY ENERGY, INC.
(Exact name of registrant as specified in its charter)
Maryland 1-267 13-5531602
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
10435 Downsville Pike
Hagerstown, MD 21740
(Address of principal executive offices)
Registrant's telephone number,
including area code: (301) 790-3400
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Item 5. Other Events.
At the December 4, 1997 Board of Directors
Meeting, the Board approved a Senior Office Separation Plan
which may be offered to certain of its executive officers,
certain executive officers of its electric utility subsidiaries,
and certain of the Vice Presidents of Allegheny Power Service
Corporation who are offered a position after consummation of
the merger between Allegheny Energy, Inc. and DQE, Inc. (the
"Merger") that warrants a reduction in compensation. This plan
is contingent upon consummation of the Merger. Attached as
Exhibit 10.1 is a Statement of Enhancements which may be
offered.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(c) Exhibits
10.1 Senior Officer Separation Plan Statement of
Enhancements
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this Report to be
signed on its behalf by the undersigned thereunto duly
authorized.
Allegheny Energy, Inc.
Dated: March 23, 1998 By: /s/ Carol G. Russ
Name: Carol G. Russ
Title: Counsel
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Exhibit Index
Item No. 1 10.1 Allegheny Power Senior Officer Separation Plan
Statement of Enhancements
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EXHIBIT 10.1
Senior Officer Separation Plan
Statement of Enhancements
Allegheny Power Retirement Plan and Supplemental Executive
Retirement Plan (if applicable)
If you are eligible to retire under the Allegheny Power
Retirement Plan and elect to retire under the Allegheny
Power Senior Officer Separation Program, your effective date
of retirement will be within a 12-month period following the
Merger effective date. Benefits payable under the
Retirement Plan will be determined in accordance with the
current plan provisions, based on actual service (increased
by three years) and salary, up to the actual date you
retire. In addition, you will receive a Social Security
bridge of $400 per month supplement, until age 62, or a
minimum of 12 monthly payments, whichever is greater. If
applicable, benefits under the Supplemental Executive
Retirement Plan (SERP) will be paid according to the
provisions of the plan. Certain benefit reductions for
early retirement will not apply.
If you are not eligible to retire under the Allegheny Power
Retirement Plan, but have 5 or more Plan years of credited
service at the time your service is terminated, you will
receive a deferred vested retirement benefit at age 65, or
as early as age 55 on an actuarially reduced basis.
Benefits payable under the Retirement Plan will be
determined in accordance with the current plan provisions,
based on service and salary, up to the actual date you
voluntarily separate from service. If you are a
participant in the SERP and have 15 or more years of service
at the actual date you separate from service, benefits will
be payable according to the provisions of the plan.
Salary Continuation
One-time payment equivalent to approximately three years
earnings.
Medical Coverage
If you are eligible to retire under the Allegheny Power
Retirement Plan, medical coverage for you and your eligible
dependents will continue under the Allegheny Power Basic
Medical Plan according to the provisions for retiree
coverage under the plan.
If you are not eligible to retire under the Allegheny Power
Retirement Plan, your medical coverage will continue at no
cost to you for a period not to exceed 18 months. Following
this initial 18-month period, you may choose to continue
your medical coverage in accordance with the Consolidated
Omnibus Budget Reconciliation Act of 1985 (COBRA) for a
period of 18 months. You will be reimbursed (upon proof of
payment) for the cost of the medical coverage.
Reimbursement of COBRA payments will cease upon subsequent
employment and coverage under another employer's health
plan. You will have at least 60 days to make the election
to continue coverage. At the end of the 18 month COBRA
continuation of coverage period, you may make arrangements
for conversion to an individual policy.
Dental Coverage
Your dental coverage will continue at no cost to you for a
period not to exceed 18 months. Following this initial 18-
month period, you may choose to continue your dental
coverage in accordance with the Consolidated Omnibus Budget
Reconciliation Act of 1985 (COBRA) for a period of 18
months. You will be reimbursed (upon proof of payment) for
the cost of the dental coverage. Reimbursement of COBRA
payments will cease upon subsequent employment and coverage
under another employer's dental plan. You will have at
least 60 days to make the election to continue coverage.
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Excise Taxes on Separation Payments
In the event that separation payments and other benefits
received under the Allegheny Power Senior Officer Separation
Program become subject to the excise tax imposed by Section
4999 of the Code, the Company will pay to you an additional
amount (the "gross-up payment") such that the net amount
retained by you, after deduction of any excise tax on the
total payments and any federal, state and local income and
employment taxes and excise tax upon the gross-up payment,
but before deduction for any federal, state or local income
and employment taxes on the separation payments, shall be
equal to the sum of (a) total payments and (b) an amount
equal to the product of any deductions disallowed because of
the inclusion of the gross-up payment in your adjusted gross
income and the highest applicable marginal rate of federal
income taxation for the calendar year in which the gross-up
payment is to be made.
Outplacement Services
A six-month individual career transition program designed
for upper management personnel. The outplacement firm
selected by the Company will offer the program.
