AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 29, 2000
REGISTRATION NO. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
ALLEGHENY ENERGY, INC.
(Exact Name of Registrant as Specified in Its Charter)
MARYLAND
(State or Other Jurisdiction of Incorporation or Organization)
13-553-1602
(I.R.S. Employer Identification Number)
10435 DOWNSVILLE PIKE, HAGERSTOWN, MD 21740-1766
(Address of Principal Executive Offices)
EMPLOYEE STOCK OWNERSHIP
AND SAVINGS PLAN
(Full Title of the Plan)
Thomas K. Henderson
10435 Downsville Pike, Hagerstown, MD 21740-1766
(301) 665-2703
(Name, Address and Telephone Number of Agent for Service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===========================================================================================================================
PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF OFFERING PRICE OFFERING PRICE REGISTRATION
SECURITIES TO BE REGISTERED AMOUNT TO BE REGISTERED PER SHARE(1) (1) FEE (1)
<S> <C> <C> <C> <C>
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COMMON STOCK OF ALLEGHENY 1,000,000 $28.46875 $28,468,750 $7,515.75
ENERGY, INC., PAR VALUE $1.25
PER SHARE
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</TABLE>
(1) PURSUANT TO RULE 457(h)(1) OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
PROPOSED MAXIMUM OFFERING PRICE PER SHARE, THE PROPOSED MAXIMUM AGGREGATE
OFFERING PRICE AND THE AMOUNT OF THE REGISTRATION FEE HAVE BEEN COMPUTED ON THE
BASIS OF THE AVERAGE OF THE HIGH AND LOW PER SHARE MARKET PRICE OF THE COMMON
STOCK ON JUNE 27, 2000, AS REPORTED ON THE NEW YORK STOCK EXCHANGE.
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PART I
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INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
EXPLANATORY NOTE
As permitted by Rule 428 under the Securities Act of 1933, as amended
(the "Securities Act"), this Registration Statement omits the information
specified in Part I of Form S-8. The documents containing the information
specified in Part I will be delivered to the participants in the plan covered by
this Registration Statement, as required by Rule 428(b). Such documents are not
being filed with the Securities and Exchange Commission (the "Commission") as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 of the Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Allegheny Energy, Inc. (the "Company")
are hereby incorporated by reference in this Registration Statement:
The Annual Report on Form 10-K, filed by the Company on March 29, 2000,
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") (File No.
1-267).
The Definitive Proxy Statement on Schedule 14A filed by the Company on
April 13, 2000, pursuant to the Exchange Act (File No. 1-267).
The Current Report on Form 8-K, filed by the Company on April 27, 2000,
pursuant to the Exchange Act (File No. 1-267).
The Quarterly Report on Form 10-Q, filed by the Company on May 15,
2000, pursuant to the Exchange Act (File No. 1-267).
The Current Report on Form 8-K, filed by the Company on May 24, 2000,
pursuant to the Exchange Act (File No. 1-267).
The Current Report on Form 8-K, filed by the Company on June 5, 2000,
pursuant to the Exchange Act (File No. 1-267).
The description of the Company's common stock, par value $1.25 per
share, contained in the Company's Registration Statement on Form S-3 filed with
the Commission on July 19, 1993, pursuant to the Exchange Act (File No.
33-49791), including any amendments or reports filed for the purposes of
updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the filing date of such documents.
II-1
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Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein (or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein) modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Article XIII of the Articles of Incorporation of the Company,
Article VI of the By-laws of the Company, and Section 2.418 of the Corporations
and Associations Article of the Annotated Code of Maryland, directors and
officers are entitled to indemnification by the Company against liability which
they may incur in their respective capacities as directors and officers under
certain circumstances. Directors' and Officers' Liability Insurance is carried
in an amount of $85,000,000 with a $500,000 corporate reimbursement.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit
No. Description
------- -----------
23.1 Consent of PricewaterhouseCoopers LLP.
24.0 Power of Attorney (included on signature page of this
Registration Statement on Form S-8).
ITEM 9. UNDERTAKINGS
The undersigned registrant hereby undertakes:
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<PAGE>
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or
in aggregate, represent a fundamental change in the information
set forth in this Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of
this Item 9 do not apply if the information required to be
included in the post-effective amendment by those paragraphs is
contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that, in the opinion of the Commission, such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In any event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on May 11, 2000.
ALLEGHENY ENERGY, INC.
By: /s/ Thomas K. Henderson
-------------------------
Name: Thomas K. Henderson
Title: Vice-President
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT EACH INDIVIDUAL WHOSE SIGNATURE
APPEARS BELOW CONSTITUTES AND APPOINTS THOMAS K. HENDERSON AND EILEEN M. BECK,
AND EACH OF THEM WITH FULL POWER TO ACT WITHOUT THE OTHERS, HIS OR HER TRUE AND
LAWFUL ATTORNEYS-IN-FACT AND AGENTS, WITH FULL POWER OF SUBSTITUTION AND
RESUBSTITUTION, FOR HIM OR HER AND IN HIS OR HER NAME, PLACE AND STEAD, IN ANY
AND ALL CAPACITIES, TO SIGN ANY AND ALL AMENDMENTS (INCLUDING POST-EFFECTIVE
AMENDMENTS) TO THIS REGISTRATION STATEMENT, AND TO FILE THE SAME WITH ALL
EXHIBITS THERETO, AND ALL DOCUMENTS IN CONNECTION THEREWITH, WITH THE SECURITIES
AND EXCHANGE COMMISSION, GRANTING UNTO SAID ATTORNEYS-IN-FACT AND AGENTS, AND
EACH OF THEM, FULL POWER AND AUTHORITY TO DO AND PERFORM EACH AND EVERY ACT AND
THING REQUISITE AND NECESSARY TO BE DONE IN AND ABOUT THE PREMISES, AS FULLY TO
ALL INTENTS AND PURPOSES AS HE OR SHE MIGHT OR COULD DO IN PERSON, HEREBY
RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND AGENTS OR ANY OF
THEM, OR THEIR OR HIS OR HER SUBSTITUTE OR SUBSTITUTES, MAY LAWFULLY DO OR CAUSE
TO BE DONE BY VIRTUE HEREOF.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the indicated
capacities on May 11, 2000.
Name Title
---- -----
/s/ Alan J. Noia
------------------------
Alan J. Noia Chairman, President, Chief Executive Officer and
Director (Principal Executive Officer)
/s/ Michael P. Morrell
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Michael P. Morrell Senior Vice-President and Chief Financial Officer
(Principal Financial Officer)
/s/ Thomas J. Kloc
------------------------
Thomas J. Kloc Vice-President and Controller
(Principal Accounting Officer)
/s/ Eleanor Baum
------------------------
Eleanor Baum Member of the Board of Directors
/s/ William L. Bennett
------------------------
William L. Bennett Member of the Board of Directors
/s/ Wendell F. Holland
------------------------
Wendell F. Holland Member of the Board of Directors
/s/ Phillip E. Lint
------------------------
Phillip E. Lint Member of the Board of Directors
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Name Title
---- -----
/s/ Frank A. Metz, Jr.
------------------------
Frank A. Metz, Jr. Member of the Board of Directors
/s/ Steven H. Rice
------------------------
Steven H. Rice Member of the Board of Directors
/s/ Gunnar E. Sarsten
------------------------
Gunnar E. Sarsten Member of the Board of Directors
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INDEX TO EXHIBITS
23.1 Consent of PricewaterhouseCoopers LLP.
24.0 Power of Attorney (included on signature page of this Registration
Statement on Form S-8).
