<PAGE>
___________________________________
:
IN THE MATTER OF :
:
ALLEGHENY ENERGY, INC. et. al. :
: CERTIFICATE
File No. 70-8411 : PURSUANT TO RULE 24
: FOR THE QUARTER ENDED
(Public Utility Holding : JUNE 30, 1999
Company Act of 1935) :
___________________________________:
Through June 30, 1999, Allegheny Energy, Inc.
(Allegheny) has made capital contributions to AYP Capital,
Inc. ("AYP Capital") and its subsidiaries totaling
$66,739,437. See attached consolidated financial statements
for the quarter ended June 30, 1999. During the second
quarter of 1999, AYP Capital performed studies and completed
preliminary development activities in connection with the
ownership of companies in the areas of emerging technologies
closely related to Allegheny's core business. Other specific
activities performed by AYP Capital during the second quarter
of 1999 are shown below.
I. Description of Activities
A. Consulting and Engineering Services
AYP Capital provided engineering, consulting,
procurement and construction services to
nonaffiliated entities and completed development and
marketing activities associated with the provision of
such services to nonaffiliated entities.
B. Energy Management Services - APS Cogenex
As previously reported, AYP Capital and EUA-
Cogenex agreed to cease joint marketing activities
for energy management services under the terms of
their joint venture agreement for APS Cogenex.
Pending resolution of outstanding jobs, the APS
Cogenex joint venture continues to exist.
AYP Capital developed energy management products
and services to be offered to customers in and around
the service territory of its affiliates.
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C. EWGs and FUCOs
AYP Capital, through the Latin American Energy
and Electricity Fund I, L.P., a limited partnership
formed to invest in and develop electric energy
opportunities in Latin America, continued to
investigate FUCO investments. No new investments
were made in the second quarter. As of the end of
the second quarter of 1999, AYP Capital has
invested $4,397,952 in LAEEF.
D. Real Estate Activities
In March, AYP Capital entered into four agreements,
all subject to SEC approval, to purchase property
adjacent to property on which AE, Inc.'s and
Potomac Edison's Corporate Centers are located.
During the quarter, AYP Capital made a down payment
into an escrow account in connection with the purchase
of one of the properties.
II. Guarantees or assumption of liabilities by
Allegheny on behalf of AYP Capital or its
subsidiaries
Allegheny continues to provide support to AYP
Energy trading activities by providing parent
guarantees to AYP Energy counterparties. As of
June 30, 1999, in connection with AYP Energy's
trading activities, Allegheny had guarantees of
support outstanding in the amount of $26,000,000.
III. Services Provided by AYP Capital to Associate Companies
AYP Capital did not provide any services to
associate companies during the second quarter of
1999.
2
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IV. Factoring Activities
AYP Capital did not perform any activities
associated with the factoring of accounts
receivable in the second quarter of 1999.
ALLEGHENY ENERGY, INC.
By /s/ Carol G. Russ
Carol G. Russ
Counsel
AYP CAPITAL, INC.
By /s/ Carol G. Russ
Carol G. Russ
Counsel
Dated: August 30, 1999
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AYP CAPITAL
CONSOLIDATED STATEMENT OF INCOME
<TABLE>
<CAPTION>
Quarter Ended Year-to-Date Ended Twelve Months Ended
June 30, 1999 June 30, 1999 June 30, 1999
<S> <C> <C> <C>
ELECTRIC OPERATING REVENUES 27,663,743 59,337,572 193,585,492
OPERATING EXPENSES:
Operation:
Fuel 5,519,976 10,919,323 22,523,821
Purchased Power & Exchange 11,108,747 33,834,484 146,918,532
Other 1,111,810 2,350,137 5,409,364
Transmission & Distribution 117,547 642,586 2,102,201
Cust. Accts & Services 70,166 302,786 1,588,789
Administrative & General 1,593,917 3,210,785 10,665,796
Total Operation & Maintenance 19,522,164 51,260,101 189,208,503
Depreciation 1,537,592 2,981,977 5,957,231
Taxes other than income taxes 1,268,947 2,698,703 6,202,624
Federal and state income taxes 367,935 (1,461,513) (6,399,300)
Total Operating Expenses 22,696,638 55,479,268 194,969,058
Operating Income 4,967,105 3,858,304 (1,383,566)
OTHER INCOME AND DEDUCTIONS:
Other income (loss), net (1,838,708) (417,643) (1,122,640)
Total Other Income and Deductions (1,838,708) (417,643) (1,122,640)
Income Before Interest Charges and
Preferred Dividends 3,128,398 3,440,661 (2,506,206)
INTEREST CHARGES AND PREFERRED DIVIDENDS:
Interest on other long-term obligations 2,564,924 4,946,567 10,000,433
Other interest 13,320 39,052 70,472
Total Interest Charges and
Preferred Dividends 2,578,244 4,985,619 10,070,905
Consolidated Net Income (Loss) 550,153 (1,544,958) (12,577,112)
Unaudited
</TABLE>
<PAGE>
AYP Capital, Inc.
CONSOLIDATED BALANCE SHEET
As of June 30, 1999
Assets
Property, plant, and equipment:
At original cost 175,226,951
Accumulated depreciation (14,273,681)
160,953,270
Investments and other assets 10,977,357
Current assets:
Cash and temporary cash investments 7,177,791
Accounts receivable:
Electric service 4,573,713
Other 2,398,276
Allowance for Uncollectible Accounts (23,193)
Affiliates 9,578,525
Materials and supplies--at average cost:
Operating and construction 2,234,593
Fuel 2,407,847
Other 2,782,028
31,129,581
Deferred charges 7,056,790
Total Assets 210,116,997
Capitalization and Liabilities
Capitalization:
Common stock 1,000
Other paid-in capital 66,738,437
Retained earnings (39,656,380)
27,083,057
Long-term debt of subsidiaries 160,000,000
Note & advances payable - affil 12,500
187,095,557
Current liabilities:
Short-term debt 0
Accounts payable 3,622,593
Accounts payable - Affiliates 5,308,245
Taxes accrued:
Federal and state income 3,681,346
Other 1,497,313
Interest accrued 1,422,317
Other 457,466
15,989,280
Deferred credits and other liabilities:
Deferred income taxes 6,920,849
Other 111,312
7,032,161
Total Capitalization and Liabilities 210,116,997
Unaudited
