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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): July 15, 1999
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.
Actions under Maryland Law
On July 15, 1999, Allegheny Energy, Inc. elected by
resolutions of its Board of Directors to become subject to
Sections 3-803 and 3-804 of the Maryland General Corporation
Law, as more particularly set forth in the Articles Supplementary
filed herewith as Exhibit 3.1.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Allegheny Energy, Inc. has duly caused this report
to be signed on its behalf by the undersigned hereunto duly
authorized.
ALLEGHENY ENERGY, INC.
/s/ Thomas K. Henderson
Thomas K. Henderson
Vice President
Date: July 20, 1999
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EXHIBIT INDEX
Item No. 7 Exhibits
Exh. 3.1 Articles Supplementary
of Allegheny Energy, Inc. dated
July 15, 1999.
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Exhibit 3.1
ALLEGHENY ENERGY, INC.
ARTICLES SUPPLEMENTARY
Allegheny Energy, Inc., a Maryland corporation
(the "Corporation"), hereby certifies to the State
Department of Assessments and Taxation of Maryland that:
FIRST: Under a power contained in Title 3,
Subtitle 8 of the Maryland General Corporation Law (the
"MGCL"), the Corporation, by resolutions of its Board of
Directors (the "Board of Directors"), attached hereto as
Exhibit A, duly adopted at a meeting duly called and held on
July 15, 1999, elected to become subject to Sections 3-803
and 3-804 of the MGCL.
SECOND: The election to become subject to
Sections 3-803 and 3-804 of the MGCL has been approved by
the Board of Directors of the Corporation in the manner and
by the vote required by law.
THIRD: The undersigned President of the
Corporation acknowledges these Articles Supplementary to be
the corporate act of the Corporation and, as to all matters
or facts required to be verified under oath, the undersigned
President acknowledges that to the best of his knowledge,
information and belief, these matters and facts are true in
all material respects and that this statement is made under
the penalties for perjury.
IN WITNESS WHEREOF, the Corporation has caused
these Articles Supplementary to be executed under seal in
its name and on its behalf by its President and attested to
by its Secretary on this 16th day of July, 1999.
ATTEST: Allegheny Energy, Inc.
/s/ Eileen M. Beck By: /s/ Alan J. Noia (SEAL)
Eileen M. Beck, Secretary Alan J. Noia, President
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Exhibit A
ALLEGHENY ENERGY, INC.
July 15, 1999
WHEREAS, on May 13, 1999, the State of Maryland enacted
a new Title 3, Subtitle 8 of the Maryland General
Corporation Law ("Subtitle 8"), effective June 1, 1999;
WHEREAS, Subtitle 8 provides that the board of
directors of a Maryland corporation may elect to be
subject to any or all, in whole or in part, of the
provisions of Subtitle 8 by a resolution of its board
of directors if the corporation has (1) a class of
securities registered under the Securities Exchange Act
of 1934 and (2) at least three directors, who at the
time of the election to become subject to the
provisions of Subtitle 8 (a) are not officers or
employees of the corporation, (b) are not acquiring
persons (as defined in Subtitle 8) and (c) were not
nominated or designated as directors by an acquiring
person;
WHEREAS, the Board of Directors (the "Board") of
Allegheny Energy, Inc., a Maryland corporation (the
"Corporation"), believes that the Corporation satisfies
the above requirements and that election to be subject
to Sections 3-803 and 3-804 of Subtitle 8 is in the
best interests of the Corporation;
NOW, THEREFORE, BE IT RESOLVED, notwithstanding Article
XVII of the Charter of the Corporation (the "Charter")
or any other provision in the Charter or the By-Laws to
the contrary, the Corporation elects to be subject to
Section 3-803 of Subtitle 8, and in furtherance
thereof, effective as of acceptance for record of
Articles Supplementary by the State Department of
Assessments and Taxation ("SDAT"), the number of
directorships and directors shall be divided into three
classes whose initial size and initial members shall be
as follows:
Number Directors
Class I: [2] [W. F. Holland,G. E. Sarsten]
Class II: [3] [W. L. Bennett,P. E. Lint,E. Baum]
Class III: [3] [S. H. Rice,F. A. Metz, Jr.,A. J. Noia]
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The term of office of the Class I directors shall
continue until the first annual meeting of the
stockholders of the Corporation held after the date
hereof and until their successors are elected and
qualify. The term of office of the Class II directors
shall continue until the second annual meeting of the
stockholders of the Corporation after the date hereof
and until their successors are elected and qualify.
The term of office of the Class III directors shall
continue until the third annual meeting of the
stockholders after the date hereof and until their
successors are elected and qualify. Thereafter, at
each annual meeting of the stockholders, the successors
to the class of directors whose term expires at such
meeting shall be elected to hold office for a term
expiring at the annual meeting of stockholders held in
the third year following the year of their election and
until their successors are duly elected and qualify.
The number of directorships in each class set forth
above may be changed from time to time by the Board of
Directors to reflect such matters as an increase or
decrease in the number of directors so that each class,
to the extent possible, will have the same number of
directors, but no such change will affect the then
current term of any director; and
FURTHER RESOLVED, That, notwithstanding any other
provision in the Charter or the By-Laws to the
contrary, the Corporation elects to be subject to
Section 3-804 of Subtitle 8, and that, accordingly,
effective as of acceptance for record of Articles
Supplementary by the SDAT:
(1) Subject to Section 2-406(b) (3) of
Subtitle 8, the stockholders of the
Corporation may remove any director only by
the affirmative vote of at least two-thirds
of all the votes entitled to be cast by the
stockholders generally in the election of
directors;
(2) The number of directors of the
Corporation shall be fixed only by a vote of
the Board;
(3) Each vacancy on the Board that results
from an increase in the size of the Board or
the death, resignation or removal of a
director may be filled only by the
affirmative vote of a majority of the
remaining directors in office, even if the
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remaining directors do not constitute a
quorum; and
(4) Any director elected to fill a vacancy
shall hold office for the remainder of the
full term of the class of directors in which
the vacancy occurred and until a successor is
elected and qualifies;
and
FURTHER RESOLVED That, the proper officers of the
Corporation are authorized, empowered and directed to
(1) file with the SDAT Articles Supplementary
describing the provisions of Subtitle 8 to which the
Corporation has elected to become subject and (2) do or
cause to be done any and all such further acts and
things and to execute any and all such further
documents as they may deem necessary or appropriate in
order to carry into effect the purposes and intent of
any resolutions adopted in connection with the
Corporation's election to become subject to Sections 3-
803 and 3-804 of Subtitle 8; and
FURTHER RESOLVED That, any and all acts heretofore or
hereafter taken by any officer or officers of the
Corporation on its behalf in connection with the
Corporation's election to become subject to Section 3-
803 and 3-804 of Subtitle 8 are ratified and confirmed.
