<PAGE>
File No. 70-9459
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM U-1
APPLICATION OR DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Allegheny Energy, Inc.
10435 Downsville Pike
Hagerstown, MD 21740
(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 21740-1766
(Name and address of agent for service)
<PAGE>
1. Allegheny Energy, Inc. hereby amends Item No. 6 by filing
herewith the following Exhibits:
Item No. 6. Exhibits and Financial Statements
(a) Exhibits
F Opinion of Counsel
G Financial Data Schedule
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 ENERGY, INC.
By /s/ Thomas K. Henderson
Thomas K. Henderson,
Vice President
Dated: July 13, 1999
<PAGE>
EXHIBIT F
412-838-6770
July 13, 1999
Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
Gentlemen:
Referring to the Application or Declaration on Form U-1
previously filed by Allegheny Energy, Inc. ("Allegheny") under
the Public Utility Holding Company Act of 1935 with respect to
the proposed shareholder rights plan, all as described in the
Application or Declaration of which this Opinion is a part, I
have examined or caused to be examined such documents and
questions of law as I deemed necessary to enable me to render
this opinion.
I understand that the actions taken in connection with
the proposed transactions will be in accordance with the
Application or Declaration; that all amendments necessary to
complete the above-mentioned Application or Declaration will be
filed with the Commission; and that all other necessary corporate
action by the Board of Directors and officers of Allegheny in
connection with the described transactions has been or will be
taken prior thereto.
Based upon the foregoing, I am of the opinion that if
the said Application or Declaration is permitted to become
effective and the proposed transactions are consummated in
accordance therewith:
(a) all state laws applicable to the proposed transaction will
have been complied with;
(b) Allegheny is validly organized and duly existing;
(c) such securities will be validly issued, fully paid and
nonassessable , and the holders thereof will be entitled to the
rights and privileges appertaining thereto set forth in the
document defining such rights; and
(d) the consummation of the proposed transactions will not
violate the legal rights of the holders of any of the securities
issued by Allegheny or by any associate or affiliate company or
any of them.
This opinion does not relate to State Blue Sky or
securities laws.
I consent to the use of this Opinion as part of the
Application or Declaration which has been filed by Allegheny in
File No. 70-9459.
Very truly yours,
/s/ Carol G. Russ
Carol G. Russ
Counsel for
ALLEGHENY ENERGY, INC.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> APR-01-1998
<PERIOD-END> MAR-31-1999
<EXCHANGE-RATE> 1
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 4,976,510
<OTHER-PROPERTY-AND-INVEST> 114,172
<TOTAL-CURRENT-ASSETS> 616,461
<TOTAL-DEFERRED-CHARGES> 858,103
<OTHER-ASSETS> 1,481
<TOTAL-ASSETS> 6,566,727
<COMMON> 153,045
<CAPITAL-SURPLUS-PAID-IN> 1,044,085
<RETAINED-EARNINGS> 881,886
<TOTAL-COMMON-STOCKHOLDERS-EQ> 2,056,499
0
170,086
<LONG-TERM-DEBT-NET> 2,179,616
<SHORT-TERM-NOTES> 52,100
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 189,038
<LONG-TERM-DEBT-CURRENT-PORT> 0
1,766
<CAPITAL-LEASE-OBLIGATIONS> 861
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,916,761
<TOT-CAPITALIZATION-AND-LIAB> 6,566,727
<GROSS-OPERATING-REVENUE> 2,620,953
<INCOME-TAX-EXPENSE> 178,753
<OTHER-OPERATING-EXPENSES> 1,987,154
<TOTAL-OPERATING-EXPENSES> 2,165,907
<OPERATING-INCOME-LOSS> 455,046
<OTHER-INCOME-NET> 9,231
<INCOME-BEFORE-INTEREST-EXPEN> 464,277
<TOTAL-INTEREST-EXPENSE> 172,526
<NET-INCOME> 16,325
9,206
<EARNINGS-AVAILABLE-FOR-COMM> 7,119
<COMMON-STOCK-DIVIDENDS> 210,590
<TOTAL-INTEREST-ON-BONDS> 99,178
<CASH-FLOW-OPERATIONS> 0<F1>
<EPS-BASIC> 0.06
<EPS-DILUTED> 0.06
<FN>
<F1>*Not calculated for Form U-1 purposes.
</FN>
</TABLE>
