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As filed with the Securities and Exchange Commission on July 18, 2000
Registration No. 333- _______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ALLEGHENY ENERGY, INC.
(Exact name of Registrant as specified in its charter)
Maryland 13-5531602
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
10435 Downsville Pike
Hagerstown, MD 21740-1766
(301) 790-3400
(Address, including zip code and telephone number, including
area code, of Registrant=s principal executive offices)
Thomas K. Henderson, Esq.
Vice President
Allegheny Energy, Inc.
10435 Downsville Pike
Hagerstown, MD 21740-1766
(301) 790-3400
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies to:
Robert E. Buckholz, Jr., Esq. Raymond W. Wagner, Esq.
Sullivan & Cromwell Simpson Thacher & Bartlett
125 Broad Street 425 Lexington Avenue
New York, New York 10004-2498 New York, New York 10017-3954
(212) 558-4000 (212) 455-2000
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [Box]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box: [Checked Box]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. [Box]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [Box]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [Box]
CALCULATION OF REGISTRATION FEE
Title of Each Class of Amount to Proposed Proposed Amount of
Securities to be be Maximum Maximum Registration
Registered Registered Offering Aggregate Fee
(1) Price Offering
Per Price(2)(3)
Unit(2)(3)
Unsecured Debt $300,000,00 100% $300,000,000 $79,200
Securities
(1) Or, if any debt securities (a) are denominated or payable in a foreign
or composite currency or currencies, such principal amount as shall
result in an aggregate initial offering price equivalent to $300,000,000
at the time of the initial offering, (b) are issued at an original issue
discount, such greater principal amount as shall result in an aggregate
initial offering price of $300,000,000, or (c) are issued with their
principal amount payable at maturity to be determined with reference to
a currency exchange rate or other index, such principal amount as shall
result in an aggregate initial offering price of $300,000,000.
(2) Estimated in accordance with Rule 457 solely for the purpose of
calculating the registration fee.
(3) Excluding accrued interest and accrued amortization of discount, if
any, to the date of delivery.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until this Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
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The information in this prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed with
the Securities and Exchange Commission is effective. This prospectus is
not an offer to sell these securities and is not soliciting an offer to buy
these securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED JULY 18, 2000
$300,000,000
Allegheny Energy, Inc.
Unsecured Debt Securities
We may offer from time to time up to $300,000,000 of our debt
securities. These securities will be unsecured debt securities. When we
offer these securities, we will provide you with a prospectus supplement
describing the terms of the specific issue, including the offering price.
You should read this prospectus and the prospectus supplement relating
to the specific issue of securities carefully before you invest.
Neither the Securities and Exchange Commission nor any other regulatory
body has approved or disapproved these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary
is a criminal offense.
We may sell these securities to underwriters, through agents or directly
to other purchasers. The prospectus supplement will include the names of
any underwriters or agents.
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with
the SEC using a "shelf" registration process. Under this shelf process, we
may sell the securities described in this prospectus in one or more
offerings up to a total dollar amount of $300,000,000. This prospectus
provides you with a general description of the unsecured debt securities we
may offer. In this prospectus, we refer to the unsecured debt securities as
"Securities".
Each time we sell Securities, we will provide a "prospectus supplement"
that will contain specific information about the terms of that offering.
The prospectus supplement may also add, update or change information
contained in this prospectus. You should read both this prospectus and any
prospectus supplement together with additional information described in the
section entitled "Where You Can Find More Information" on page 12.
For more detail, you should read the exhibits, financial statements,
notes and schedules filed or incorporated by reference with our
registration statement.
ABOUT ALLEGHENY ENERGY, INC.
Allegheny Energy, Inc., incorporated in Maryland in 1925, is a
diversified utility holding company. We derive substantially all of our
income from the operations of our subsidiaries:
-Monongahela Power Company, The Potomac Edison Company and West Penn
Power Company, which are regulated utility operating companies,
-Allegheny Energy Supply Company, LLC, which is an unregulated
generating company, and
-Allegheny Ventures, Inc. which develops and operates telecommunications
businesses and energy-related businesses.
Our executive offices are located at 10435 Downsville Pike,
Hagerstown, MD 21740-1766, and our telephone number is (301) 790-3400.
USE OF PROCEEDS
Unless otherwise indicated in the prospectus supplement, we will use the
net proceeds from the sale of the Securities for general corporate
purposes, including the repayment or refinancing of debt, acquisitions,
making capital contributions to the Company's direct and indirect
subsidiaries, acquiring notes or stock of the subsidiaries to finance their
construction programs and acquisitions, as well as repurchasing shares of
the Company's common stock.
RATIOS OF EARNINGS TO FIXED CHARGES
Our consolidated ratios of earnings to fixed charges for each of the
fiscal years ended December 31, 1995 through 1999 are as follows:
Years Ended December 31
1995 1996 1997 1998 1999
3.12 2.82 3.35 3.29 3.32
Our consolidated ratio of earnings to fixed charges for the three months
ended March 31, 2000 was 3.57.
For purposes of computing these ratios, earnings consist of income before
income taxes plus fxed charges plus amortization of capitalized interest less
capitalized interest. Fixed charges consist of: (a) interest
expenses and amortization of debt expenses as reported in our consolidated
financial statements; and (b) the portion of net rental expense which is
deemed representative of the interest factor inherent in rents.
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DESCRIPTION OF SECURITIES WE MAY OFFER
As required by U.S. federal law for all debt securities of companies
that are publicly offered, the Securities issued under this prospectus are
governed by an "Indenture". The Indenture governing our unsecured debt
securities will be a contract between us and Bank One Trust Company, N.A.
The Trustee has two main roles:
- First, the Trustee can enforce your rights against us if we default.
There are some limitations on the extent to which the Trustee acts on
your behalf.
- Second, the Trustee performs administrative duties for us, such as
sending you interest payments, transferring your debt securities to a
new buyer if you sell and sending you notices.
A copy of the Indenture is filed as an exhibit to the registration
statement relating to the Securities.
The Indenture permits us to issue different series of securities from
time to time. We may issue securities in such amounts, at such times and
on such terms as we wish. The Securities may differ from one another in
their terms.
Securities may be sold at prices substantially below their face value,
and may be denominated in foreign currencies. The prospectus supplement
will describe:
- any special United States federal income tax or other considerations,
with respect to Securities sold at an original issue discount.
- any special United States federal income tax or other considerations
with respect to Securities which are denominated in a currency or
currency unit other than United States dollars.
Unless otherwise indicated in the prospectus supplement, the covenants
contained in the Indenture and the Securities will not afford holders of
the Securities protection in the event of a sudden decline in credit rating
that might, for example, result from a highly leveraged transaction.
The Indenture does not limit the aggregate amount of Securities that we
may issue, nor does it limit the aggregate amount of any particular series.
This Section Is Only a Summary
The Indenture, any Supplemental Indentures, and your Security contain
the full legal text of the matters described in this section. A copy of
the Indenture has been filed with the SEC as part of our registration
statement. See "Where You Can Find More Information" on page 12 for
information on how to obtain a copy of the Indenture.
This section summarizes the material terms that will apply generally to
the Securities. Each particular Security will have financial and other
terms specific to it, and the specific terms of each Security will be
described in the prospectus supplement. Those terms may vary from the
terms described here. As you read this section, therefore, please remember
that the specific terms of your Security as described in your prospectus
supplement will supplement and, if applicable, may modify or replace the
general terms described in this section. The statements we make in this
section may not apply to your Security.
In the remainder of this
description "you" means
direct holders and not
"Street Name" or other
indirect holders of
Securities. Indirect
holders should read the
subsection on page 9
entitled "`Street Name' and
Other Indirect Holders".
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Form, Exchange and Transfer
The Securities will be issued:
- only in fully registered form;
- without interest coupons; and
- in denominations that are even multiples of $1,000. (Section 302)
You may have your Securities broken into more Securities of smaller
denominations or combined into fewer Securities of larger denominations, as
long as the total principal amount is not changed. This is called an
"exchange".
You may exchange or transfer Securities at the office of the entity
performing the role of maintaining the list of registered holders, known as
the "Security Registrar", or at the office of any transfer agent that we
designate for that purpose. (Section 305)
You will not be required to pay a service charge to transfer or exchange
Securities, but you may be required to pay any tax or other governmental
charge associated with the exchange or transfer. The transfer or exchange
will only be made if the Security Registrar or transfer agent, as
applicable, is satisfied with your proof of ownership.
If the Securities are redeemable and we redeem less than all of the
Securities of a particular series, we may block the transfer or exchange of
Securities during the period beginning 15 days before the day we mail the
notice of redemption and ending on the day of that mailing, in order to
freeze the list of holders to prepare the mailing. We may also refuse to
register transfers or exchanges of Securities selected for redemption,
except that we will continue to permit transfers and exchanges of the
unredeemed portion of any Security being partially redeemed. (Section 305)
Payment and Paying Agents
We will pay interest to you if you are a direct holder listed in the
records of the Security Registrar or of the transfer agent, as applicable,
at the close of business on a particular day in advance of each due date
for interest, even if you no longer own the Security on the interest due
date. That particular day, usually about two weeks in advance of the
interest due date, is called the "Regular Record Date" and is stated in the
prospectus supplement. (Section 307)
Holders buying and selling Securities must work out between them how to
compensate for the fact that we will pay all the interest for an interest
period to the one who is the registered holder on the Regular Record Date.
The most common manner is to adjust the sales price of the Securities to
pro rate interest fairly between buyer and seller. This pro rated interest
amount is called "accrued interest".
We will pay interest, principal and any other money due on the
Securities at the Trustee's corporate trust office. You must make
arrangements to have your payments picked up at or wired from that office.
We may also choose to pay interest by mailing checks.
"Street Name" and other
indirect holders should
consult their banks or
brokers for information on
how they will receive
payments.
We may also arrange for additional payment offices and may cancel or
change these offices, including our use of the Trustee's corporate trust
office. These offices are called "Paying Agents". We are required to
maintain a Paying Agent in each Place of Payment for the Securities. We
must notify you of changes in the Paying Agents for your series of
Securities. (Section 1002)
All interest, principal and any other money due on the Securities that
is paid by us to a Paying Agent and remains unclaimed for two years after
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the date on which the payment was due will be repaid to us. The holder of
this Security may then seek payment of the unclaimed amount only from us.
(Section 1003)
Mergers and Similar Events
We are generally permitted to consolidate or merge with another company
or firm and to sell substantially all of our assets to another firm or to
buy substantially all of the assets of another firm, provided we obtain the
necessary regulatory approvals. However, we may not take any of these
actions unless the following conditions, among others, are met:
- Where we merge out of existence or sell our assets, the other firm may
not be organized under a foreign country's laws (that is, it must be a
corporation, partnership, trust or other entity organized under the laws
of a State or the District of Columbia or under federal law) and it must
agree to be legally responsible for the Securities.
- The merger, sale of assets or other transaction must not cause a default
on the Securities, and we must not already be in default (unless the
merger or other transaction would cure the default). (Section 801)
Modification and Waiver
There are three types of changes we can make to the Indenture and the
Securities.
Changes Requiring Your Approval. First, there are changes that cannot
be made to your Securities without your specific approval. The following
is a list of those types of changes:
- change the Stated Maturity of the principal of or interest on any
Security
- reduce any amounts due on any Security
- reduce the amount of principal payable upon acceleration of the Maturity
of any Security following a default
- change the place or currency of payment on any Security
- impair your right to sue for payment
- reduce the percentage of holders of Securities whose consent is needed
to modify or amend the Indenture
- reduce the percentage of holders of Securities whose consent is needed
to waive compliance with provisions of the Indenture or to waive
defaults
- modify any other aspect of the provisions dealing with modification and
waiver of the Indenture (Section 902)
Changes Requiring a Majority Vote. The second type of change to the
Indenture and the Securities is the kind that requires a vote in favor by
holders of Securities owning a majority of the principal amount of the
particular series affected. Most changes fall into this category, except
for clarifying changes and certain other changes that would not adversely
affect holders of the Securities. The same vote would be required for us
to obtain a waiver of all or part of any covenants described in the
prospectus supplement, or a waiver of a past default. However, we cannot
obtain a waiver of a payment default or any other aspect of the Indenture
or the Securities listed in the first category described above under
"Changes Requiring Your Approval" unless we obtain your individual consent
to the waiver. (Section 513)
Changes Not Requiring Approval. The third type of change does not
require any approval by holders of Securities. This type is limited to
clarifications and certain other changes that would not adversely affect
holders of the Securities. (Section 901)
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Further Details Concerning Voting. When taking a vote, we will use the
following rules to decide how much principal amount to attribute to a
Security:
- For discount securities, we will use the principal amount that would be
due and payable on the voting date if the maturity of the Securities
were accelerated to that date because of a default.
- For Securities whose principal amount is not known (for example, because
it is based on an index), we will use a special rule for that Security
described in the prospectus supplement.
- For Securities denominated in one or more foreign currencies or currency
units, we will use the U.S. dollar equivalent.
Securities will not be considered outstanding, and therefore are not
eligible to vote, if we have deposited or set aside in trust for you money
for their payment or redemption. Securities will also not be eligible to
vote if they have been fully defeased as described later on page 7 under
"Full Defeasance". (Section 101)
We generally will be entitled to set any day as a record date for the
purpose of determining the holders of outstanding Securities that are
entitled to vote or take other action under the Indenture. In certain
limited circumstances, the Trustee will be entitled to set a record date
for action by holders. If we or the Trustee set a record date for a vote
or other action to be taken by holders of a particular series, that vote or
action may be taken only by persons who are holders of outstanding
Securities of that series on the record date and must be taken within 180
days following the record date or a shorter period that we may specify (or
as the Trustee may specify if it sets the record date). We may shorten or
lengthen (but not beyond 180 days) this period from time to time. (Section
104)
"Street Name" and other
indirect holders should
consult their banks or
brokers for information on
how approval may be granted
or denied if we seek to
change the Indenture or the
Securities or request a
waiver.
Covenants
The prospectus supplement for your series of Securities may set forth
restrictive covenants with respect to your Security.
Defeasance
The following discussion of full defeasance and covenant defeasance will
be applicable to your series of Securities only if we choose to have them
apply to that series. If we do so choose, we will inform you of this
decision in the prospectus supplement. (Section 1301)
Full Defeasance. If there is a change in federal tax law, as described
below, we can legally release ourselves from any payment or other
obligations on the Securities (called "full defeasance") if we put in place
the following other arrangements for you to be repaid:
- We must deposit in trust for your benefit and the benefit of all other
direct holders of the Securities a combination of money and U.S.
government or U.S. government agency notes or bonds that will generate
enough cash to make interest, principal and any other payments on the
Securities on their various due dates.
- There must be a change in current federal tax law or an IRS ruling that
lets us make the above deposit without causing you to be taxed on the
Securities any differently than if we did not make the deposit and just
repaid the Securities ourselves. (Under current federal tax law, the
deposit and our legal release from the Securities would be treated as
though we took back your Securities and gave you your share of the cash
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and notes or bonds deposited in trust. In that event, you could
recognize gain or loss on the Securities you give back to us.)
- We must deliver to the Trustee a legal opinion of our counsel confirming
the tax law change described above. (Sections 1302 and 1304)
- If we ever did accomplish full defeasance, as described above, you would
have to rely solely on the trust deposit for repayment on the
Securities. You could not look to us for repayment in the unlikely
event of any shortfall.
Covenant Defeasance. Under current federal tax law, we can make the
same type of deposit described above and be released from some of the
restrictive covenants in the Securities that may be described in the
applicable prospectus supplement. This is called "covenant defeasance".
In that event, you would lose the protection of those restrictive covenants
but would gain the protection of having money and securities set aside in
trust to repay the Securities. In order to achieve covenant defeasance, we
must do the following:
- We must deposit in trust for your benefit and the benefit of all other
direct holders of the Securities a combination of money and U.S.
government or U.S. government agency notes or bonds that will generate
enough cash to make interest, principal and any other payments on the
Securities on their various due dates.
- We must deliver to the Trustee a legal opinion of our counsel confirming
that under current federal income tax law we may make the above deposit
without causing you to be taxed on the Securities any differently than
if we did not make the deposit and just repaid the Securities ourselves.
If we accomplish covenant defeasance, the following provisions of the
Indenture and the Securities would no longer apply:
- Covenants applicable to the series of Securities and described in the
prospectus supplement.
- The Events of Default relating to breach of covenants and acceleration
of the maturity of other debt, described below under "Events of
Default."
If we accomplish covenant defeasance, you can still look to us for
repayment of the Securities if there is a shortfall in the trust deposit.
In fact, if one of the remaining Events of Default occurs (such as our
bankruptcy) and the Securities become immediately due and payable, there
may be such a shortfall. Depending on the event causing the default, you
may not be able to obtain payment of the shortfall. (Sections 1303 and
1304)
Events of Default
You will have special rights if an Event of Default occurs and is not
cured, as described later in this subsection.
What Is An Event of Default? The term "Event of Default" for the
Securities means any of the following:
- We do not pay the principal of or any premium on a Security on its due
date.
- We do not pay interest on a Security within 30 days of its due date.
- We do not deposit any sinking fund payment on its due date.
- We remain in breach of a covenant of the Indenture for 60 days after we
receive a notice of default stating we are in breach. The notice must
be sent by either the Trustee or holders of 10% of the principal amount
of Securities of the affected series.
- We file for bankruptcy or certain other events in bankruptcy, insolvency
or reorganization occur.
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- Any other Event of Default described in the prospectus supplement
occurs. (Section 501)
Remedies If an Event of Default Occurs. If an Event of Default has
occurred and has not been cured, the Trustee or the holders of 25% in
principal amount of the Securities of the affected series may declare the
entire principal amount of all the Securities of that series to be due and
immediately payable. If an Event of Default occurs because of certain
events in bankruptcy, insolvency or reorganization, the principal amount of
all the Securities of that series will be automatically accelerated,
without any action by the Trustee or any holder. A declaration of
acceleration of maturity may be canceled by the holders of at least a
majority in principal amount of the Securities of the affected series.
(Section 502)
Except in cases of default, where the Trustee has some special duties,
the Trustee is not required to take any action under the Indenture at the
request of any holders unless the holders offer the Trustee reasonable
protection from expenses and liability (called an "indemnity"). If
reasonable indemnity is provided, the holders of a majority in principal
amount of the outstanding Securities of the relevant series may direct the
time, method and place of conducting any lawsuit or other formal legal
action seeking any remedy available to the Trustee. These majority holders
may also direct the Trustee in performing any other action under the
Indenture. (Section 512)
Before you bypass the Trustee and bring your own lawsuit or other formal
legal action or take other steps to enforce your rights or protect your
interests relating to the Securities, the following must occur:
- You must give the Trustee written notice that an Event of Default has
occurred and remains uncured.
- The holders of 25% in principal amount of all outstanding Securities of
the relevant series must make a written request that the Trustee take
action because of the default, and must offer reasonable indemnity to
the Trustee against the cost and other liabilities of taking that
action.
- The Trustee must have not taken action for 60 days after receiving the
notice and offer of indemnity. (Section 507)
However, you are entitled at any time to bring a lawsuit for the payment
of money due on your Security on or after its due date. (Section 508)
"Street Name" and other
indirect holders should
consult their banks or
brokers for information on
how to give notice or
direction to or make a
request of the Trustee and
to make or cancel a
declaration of acceleration.
We will furnish to the Trustee every year a written statement of certain
of our officers certifying that to their knowledge we are in compliance
with the Indenture and the Securities, or else specifying any default.
(Section 1004)
Legal Ownership
"Street Name" and Other Indirect Holders
Investors who hold Securities in accounts at banks or brokers will
generally not be recognized by us as legal holders of Securities. This is
called holding in "Street Name". Instead, we would recognize only the bank
or broker, or the financial institution the bank or broker uses to hold its
securities. These intermediary banks, brokers and other financial
institutions pass along principal, interest and other payments on the
Securities, either because they agree to do so in their customer agreements
or because they are legally required to forfeit these securities payments.
If your new Securities are in "Street Name," you should check with your own
institution to find out:
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- How it handles securities payments and notices.
- Whether it imposes fees or charges.
- How it would handle voting if ever required.
- Whether and how you can instruct it to send you Securities registered in
your own name so you can be a direct holder as described below.
- How it would pursue rights under the Securities if there were a default
or other event triggering the need for holders to act to protect their
interests.
Direct Holders
Our obligations, as well as the obligations of the Trustee and those of
any third parties employed by us or the Trustee, run only to Persons who
are registered as holders of Securities. As noted above, we do not have
obligations to you if you hold in "Street Name" or other indirect means,
either because you choose to hold Securities in that manner or because the
Securities are issued in the form of Global Securities as described below.
For example, once we make payment to the registered holder, we have no
further responsibility for the payment even if that holder is legally
required to pass the payment along to you as a "Street Name" customer but
does not fulfill this obligation.
REGARDING THE TRUSTEE
The Trustee under the Indenture for the Securities will be Bank One
Trust Company, N.A., with whom we maintain normal banking arrangements.
If an event of default (or an event that would be an event of default if
the requirements for giving us default notice or for our default having to
exist for a specific period of time were disregarded) occurs, the Trustee
may be considered to have a conflicting interest for purposes of the Trust
Indenture Act of 1939 with respect to the Securities. In that case, the
Trustee may be required to resign as trustee and we would be required to
appoint a successor trustee.
Global Securities
What is a Global Security? A Global Security is a special type of
indirectly-held Security, as described above under "`Street Name' and Other
Indirect Holders". We may choose to issue some or all of the Securities in
the form of Global Securities, in which case the ultimate beneficial owners
can only be indirect holders. We do this by requiring that the Global
Security be registered in the name of a financial institution we select and
by requiring that the Securities included in the Global Security not be
transferred to the name of any other direct holder unless the special
circumstances described below occur. The financial institution that acts
as the sole direct holder of the Global Security is called the
"Depositary". Any person wishing to own a Global Security must do so
indirectly through an account with a broker, bank or other financial
institution that in turn has an account with the Depositary. The
prospectus supplement will indicate whether your series of Securities
will be issued only in the form of Global Securities.
Special Investor Considerations for Global Securities. As an indirect
holder, an investor's rights relating to a Global Security will be governed
by the account rules of the investor's financial institution and of the
Depositary, as well as general laws relating to securities transfers.
We do not recognize this type of investor as a holder of Securities and
instead deal only with the Depositary that holds the Global Security.
An investor should be aware that if Securities are issued only in the
form of Global Securities:
- The investor cannot get Securities registered in his or her own name.
- The investor cannot receive physical certificates for his or her
interest in the Securities.
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- The investor will be a "Street Name" holder and must look to his or her
own bank or broker for payments on the Securities and protection of his
or her legal rights relating to the Securities. See the discussion
above 'Street Name' and Other Indirect Holders".
- The Depositary's policies will govern payments, transfers, exchange and
other matters relating to the investor's interest in the Global
Security. We and the Trustee have no responsibility for any aspect of
the Depositary's actions or for its records of ownership interests in
the Global Security. We and the Trustee also do not supervise the
Depositary in any way.
- The laws of some jurisdictions require that certain purchasers receive
physical certificates for their interests in the securities. These laws
may impair the ability to transfer beneficial interests in a Global
Security.
Special Situations When a Global Security Will Be Terminated. In a few
special situations described later, a Global Security will terminate and
interests in it will be exchanged for physical certificates representing
Securities. After that exchange, the choice of whether to hold Securities
directly or in "Street Name" will be up to the investor. Investors must
consult their own bank or brokers to find out how to have their interests
in Securities transferred to their own name so that they will be direct
holders. The rights of "Street Name" investors and direct holders in the
Securities have been described above under "`Street Name' and Other
Indirect Holders" and "Direct Holders" on page 9.
The special situations for termination of a Global Security are:
- When the Depositary notifies us that it is unwilling, unable or no
longer qualified to continue as Depositary.
- When an event of default on the Securities has occurred and has not been
cured. (Defaults are discussed above)
The prospectus supplement may also list additional situations for
terminating a Global Security that would apply only to the particular
series of Securities covered by the prospectus supplement. When a Global
Security terminates, the Depositary (and not the company or the Trustee)
is responsible for deciding the names of the institutions that will be
the initial direct holders.
PLAN OF DISTRIBUTION
We may sell Securities:
- to or through underwriting syndicates represented by managing
underwriters;
- through one or more underwriters without a syndicate for them to offer
and sell to the public;
- through dealers or agents; and
- to investors directly in negotiated sales or in competitively bid
transactions.
Any underwriter or agent involved in the offer and sale of any series of
the Securities will be named in the prospectus supplement.
The prospectus supplement for each series of Securities will describe:
- the terms of the offering of these Securities, including the name of the
agent or the names of any underwriters;
- the public offering or purchase price;
- any discounts and commissions to be allowed or paid to the agent or
underwriters and all other items constituting underwriting compensation;
11
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- any discounts and commissions to be allowed or paid to dealers; and
- other specific terms of the particular Securities.
Only the agents or underwriters named in a prospectus supplement are
agents or underwriters in connection with the Securities being offered by
that prospectus supplement.
Underwriters, agents and dealers may be entitled, under agreements with
us, to indemnification against certain civil liabilities, including
liabilities under the Securities Act.
Underwriters to whom Securities are sold by us for public offering and
sale are obliged to purchase all of those particular Securities if any are
purchased. This obligation is subject to certain conditions and may be
modified in the applicable prospectus supplement.
Underwriters, dealers or agents may engage in transactions with, or
perform services for, us or our affiliates in the ordinary course of
business.
VALIDITY OF SECURITIES
Sullivan & Cromwell, New York, New York, will pass upon the validity of
the Securities for us. Simpson Thacher & Bartlett, New York, New York,
will pass upon the validity of the debt securities for any underwriters or
agents. On matters of local law, these firms will rely on Robert R.
Winter, Esq., a Vice President of Monongahela Power Company, The Potomac
Edison Company and West Penn Power Company.
EXPERTS
The financial statements incorporated in this prospectus by reference to
the Annual Report on Form 10-K for the year ended December 31, 1999 have
been so incorporated in reliance on the report of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of said firm as
experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports and other information with
the SEC. Our SEC filings are available to the public over the Internet at
the SEC's web site at http://www.sec.gov. You may also read and copy any
document we file at the SEC's public reference rooms in Washington, D.C.,
New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-
0330 for further information on the public reference rooms.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by
reference is an important part of this prospectus, and information that we
file later with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below and
any future filings made by us with the SEC under Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 until we sell all of the
Securities that we have registered.
- The Annual Report on Form 10-K for the year ended December 31, 1999;
- The Quarterly Report on Form 10-Q for the quarter ended March 31, 2000;
and
- The Current Reports on Form 8-K filed March 6, March 7, April 27, May 24
and June 5, 2000.
12
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You may request a copy of these filings, excluding any filed exhibits,
at no cost by writing or telephoning us at the following address or
telephone number:
Allegheny Energy, Inc.
10435 Downsville Pike
Hagerstown, MD 21740-1766
Attention: Marleen L. Brooks
Secretary
Telephone: (301) 665-2704
13
<PAGE>
We have not authorized any dealer, salesperson or other person to give any
information or represent anything not contained in this prospectus. You
must not rely on any unauthorized information. This prospectus does not
offer to sell or buy any securities in any jurisdiction where it is unlawful.
TABLE OF CONTENTS
Page
About This Prospectus 3
About Allegheny Energy, Inc. 3
Use of Proceeds 3
Description of Securities We May Offer 3
Regarding the Trustee 10
Plan of Distribution 11
Validity of Securities 12
Experts 12
Where You Can Find More Information 12
ALLEGHENY ENERGY, INC.
Unsecured Debt Securities
PROSPECTUS
July __, 2000
14
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Estimated
Amounts
Filing fee, Securities and Exchange Commission $ 79,200
Rating agency fees $ 65,000
Cost of printing and engraving $ 50,000
Services of counsel $100,000
Depositary's and Trustees' fees and expenses $ 6,500
Services of independent accountants $ 25,000
Miscellaneous $ 15,300
________
Total $341,000
Item 15. 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 corporatIn the Purchase Agreement, each Purchaser will
agree to indemnify the directors and certain officers of the company
against liabilities resulting from information a Purchaser supplies
for the Registration Statement.
Item 16. Exhibits.
Exhibit
Number
1(a) Form of Standard Purchase Agreement Provisions - Securities (to be
filed as an Exhibit by means of a Form 8-K).
4(a) Form of Indenture, relating to Securities.
4(b) Form of Securities (filed as part of Exhibit 4(a) hereto).
5 Opinion of Sullivan & Cromwell.
12 Statement re: Computation of Ratios
23(a) Consent of Independent Accountants, PricewaterhouseCoopers LLP.
23(b) Consent of Sullivan & Cromwell (filed as part of Exhibit 5 hereto).
25(a) Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939 of Bank One Trust Company, N.A.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
II-1
<PAGE>
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
ffective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under
Item 15, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant 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 registrant 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 Act
and will be governed by the final adjudication of such issue.
<PAGE>
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-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Hagerstown, Maryland, on
May 17, 2000.
ALLEGHENY ENERGY, INC.
By: /s/ Thomas K. Henderson
Name: Thomas K. Henderson
Title: Vice-President
<PAGE>
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.
Signature Title
/s/ Alan J. Noia Chairman, President, Chief Executive
(Alan J. Noia) Officer and Director
(Principal Executive Officer)
/s/ Michael P.Morrell Senior Vice-President and Chief
(Michael P. Morrell) Financial Officer
(Principal Financial Officer)
/s/ Thomas J. Kloc Vice-President and Controller
(Thomas J. Kloc) (Principal Accounting Officer)
/s/ Eleanor Baum Member of the Board of Directors
(Eleanor Baum)
/s/ William L. Bennett Member of the Board of Directors
(William L. Bennett)
/s/ Wendell F. Holland Member of the Board of Directors
(Wendell F. Holland)
/s/ Phillip E. Lint Member of the Board of Directors
(Phillip E. Lint)
/s/ Frank A. Metz, Jr. Member of the Board of Directors
(Frank A. Metz, Jr.)
/s/ Steven H. Rice Member of the Board of Directors
(Steven H. Rice)
/s/ Gunnar E. Sarsten Member of the Board of Directors
(Gunnar E. Sarsten)
II-4
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INDEX TO EXHIBITS
Exhibit
1(a) Form of Standard Purchase Agreement Provisions - Securities
(to be filed as an exhibit by means of a Form 8-K).
4(a) Form of Indenture, relating to Securities.
4(b) Form of Securities (filed as part of Exhibit 4(a) hereto).
5 Opinion of Sullivan & Cromwell.
12 Statement re: Computation of Ratios
23(a) Consent of Independent Accountants, PricewaterhouseCoopers LLP.
23(b) Consent of Sullivan & Cromwell (filed as part of Exhibit 5 hereto).
25(a) Form T-1 Statement of Eligibility under the Trust Indenture Act
of 1939 of Bank One Trust Company, N.A.
II-5
