AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 3, 2000
REGISTRATION NO. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
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)
ALLEGHENY ENERGY, INC.
1999 ANNUAL INCENTIVE 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>
- ---------------------------------------------------------------------------------------------------------------------------
COMMON STOCK OF ALLEGHENY 1,000,000 $25.78125 $25,781,250 $6,806.25
ENERGY, INC., PAR VALUE $1.25
PER SHARE
- ---------------------------------------------------------------------------------------------------------------------------
===========================================================================================================================
</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 MARCH 1, 2000, AS REPORTED ON THE NEW YORK STOCK EXCHANGE.
<PAGE>
PART I
- -------------------------------------------------------------------------------
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.
I-1
<PAGE>
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, 1999,
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") (File No.
1-267).
The Current Report on Form 8-K, filed by the Company on April 19, 1999,
pursuant to the Exchange Act (File No. 1-267).
The Current Report on Form 8-K, filed by the Company on March 9, 1999,
pursuant to the Exchange Act (File No. 1-267).
The Quarterly Report on Form 10-Q, filed by the Company on May 17,
1999, pursuant to the Exchange Act (File No. 1-267).
The Current Report on Form 8-K, filed by the Company on July 20, 1999,
pursuant to the Exchange Act (File No. 1-267).
The Quarterly Report on Form 10-Q, filed by the Company on August 16,
1999, pursuant to the Exchange Act (File No. 1-267).
The Current Report on Form 8-K, filed by the Company on September 10,
1999, pursuant to the Exchange Act (File No. 1-267).
The Quarterly Report on Form 10-Q, filed by the Company on November 15,
1999, pursuant to the Exchange Act (File No. 1-267).
The Current Report on Form 8-K, filed by the Company on December 7,
1999, pursuant to the Exchange Act (File No. 1-267).
The Current Report on Form 8-K, filed by the Company on December 28,
1999, 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
<PAGE>
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
Thomas K. Henderson beneficially owns approximately 7,697.7262 shares
of the Company's common stock.
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 $80,000,000 with a $500,000 corporate reimbursement.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit
No. Description
- ------- -----------
4.1 Allegheny Energy, Inc. 1999 Annual Incentive Plan.
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:
II-2
<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 period 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.
II-3
<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-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 March 2, 2000.
ALLEGHENY ENERGY, INC.
By: /s/ Thomas K. Henderson
-------------------------
Name: Thomas K. Henderson
Title: Vice-President
II-4
<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 March 2, 2000.
Name Title
- ---- -----
/s/ Alan J. Noia
- ------------------------
Alan J. Noia Chairman, President, Chief Executive Officer and
Director (Principal Executive Officer)
/s/ Michael P. Morrell
- ------------------------
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
II-5
<PAGE>
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
II-6
<PAGE>
INDEX TO EXHIBITS
4.1 Allegheny Energy, Inc. 1999 Annual Incentive Plan.
23.2 Consent of PricewaterhouseCoopers LLP.
24.0 Power of Attorney (included on signature page of this Registration
Statement on Form S-8).
EXHIBIT 4.1
ALLEGHENY ENERGY, INC.
1999 ANNUAL INCENTIVE PLAN
I. PURPOSE OF THE INCENTIVE PLAN
-----------------------------
To attract and retain first quality managers in a competitive job
market and to reward for attaining and exceeding specified annual
system, business or service company group/function, and individual
performance goals.
II. ELIGIBILITY
-----------
A prerequisite for participation in the Plan shall be an
understanding of, and commitment to Allegheny Energy's:
o Management Plan and Policies
o Mission, Vision, Values, and Strategies
Eligibility will be determined by the Management Review Committee
upon the recommendation of the CEO from among executives whose
responsibilities can affect the performance of their units, and
through unit performance, the performance of Allegheny Energy.
III. AWARDS
------
Awards will reflect the importance of the participants to the units
for which they are responsible.
Awards will be paid for the achievement of specific measurable
goals set for the individual and the units for which he or she is
responsible.
The Plan's goals will be:
o Determined and communicated annually
o A reasonable number for each participant
The goals which the Board will set with the help of the Management
Review Committee will be consistent with Allegheny Energy's
Mission, Vision, Values, and Strategies and will include such
things as:
o Financial performance (return on equity, earnings, dividends)
o Customer satisfaction (cost, quality, and reliability of
service)
<PAGE>
III. AWARDS (continued)
------
o Cost and environmental consciousness (productivity, efficiency,
availability and utilization of equipment) and conservation of
resources
o Safety
o Leadership development
IV. OVERALL LIMITATIONS ON AWARDS
-----------------------------
The Board of Directors shall not authorize any incentive payment
if, in the Board's opinion, Allegheny's performance is less than
satisfactory from the perspective of its stockholders.
V. PERFORMANCE MEASURES
--------------------
Each year measures to evaluate participants' performance will be
determined. They may vary among participants according to whether
their principal responsibilities are to:
o Allegheny as a whole
o A Business or Division within a Business
o A Service Company Group or Function
Each category of performance measure will carry appropriate
weightings as shown on the 1999 Participant Performance Schedule.
Examples of possible measures include:
For Allegheny as a whole:
o Quantity and quality of annual earnings; return on equity;
financial ratings; capital structure; dividend payout ratios;
and total shareholder return
o Development of appropriate management succession, personnel
relations and development, and programs to assure fair and
non-discriminatory treatment of all employees
-2-
<PAGE>
V. PERFORMANCE MEASURES (continued)
--------------------
o Productivity, cost control, efficient use of equipment, natural
resources, and other environmental considerations
o Quality and reliability of customer service
o Safety
o Attainment of reasonable rate and maintenance of competitive
position
For Businesses, Divisions within Businesses, and Service Company
Groups/Functions:
o Profitability
o Safety
o Productivity and efficiency, revenues, and administrative,
operating, and maintenance expenditures
- Per employee, customer, and kwh
- Measured against previous year and peer companies
o Customer satisfaction (quality of service); outage rates,
speedy restoration of service, customer complaints, employee
courtesy, conservation, and demand-side management programs
o Cost of service; rate per kwh measured against past period,
economic indices, and peer companies
o Community relations and relations with state and local
governments and their agencies
o Completion of construction projects on time and within budget
o Adequacy of management development programs and programs to
assure fair and non-discriminatory treatment of all employees
o Adequacy of planning and accuracy of forecasts
o Completion of assignments and projects on time and
within budget
-3-
<PAGE>
V. PERFORMANCE MEASURES (continued)
--------------------
o Availability, efficiency, and reliability of generating units
and transmission systems
o Cost consciousness (avoidance of excessive staffing and waste
of work space and receptivity to cost saving techniques)
o Minimizing adverse effects in the environment
o User satisfaction
o Adherence to Procurement Policy and success in buying
(including minority vendor participation) material, equipment,
and supplies at the best possible price
For Individual Performance:
o Visionary Leadership
o Innovative Results Orientation
o Strategic Thinking
o Communication
o Teamwork
o Judgment
VI. CALCULATION OF AWARDS
---------------------
Target Incentive Awards and Total Estimated Cost
o No awards will be paid for any year unless the Board of
Directors finds that overall System performance is satisfactory
from the perspective of stockholders.
o Incentive awards will be based on System, Unit, and Individual
Performance
Performance Schedules
o The Performance Schedule describes ratings and weightings for
each performance measure at all levels of performance
-4-
<PAGE>
VI. CALCULATION OF AWARDS (continued)
---------------------
o As soon as practicable each year, Participant Performance
Schedules for that year will be issued
Performance Ratings
o Target performance represents the full and complete attainment
of expectations in the performance area; it is rated 1.0
o Performance that is acceptable but does not fully meet expectations can earn
a rating but, of course, less than 1.0
o Exceeding expectations can result in a performance rating as high as 1.50
o Unacceptable individual performance will result in no award regardless of
System or Unit Performance
Weightings
o Weightings will be established each year for System, Unit, and Individual
performance measures
Calculation of Award
o A participant's award, if any, will be determined by multiplying the
participant's assigned Target Incentive Award by his/her rounded total
performance rating
The Management Review Committee or the Board of Directors, at its
discretion, may supplement or decrease any participant's calculated
award to reflect extraordinary circumstances.
The maximum funds available for 1999 awards will be an amount equal
to $2,990,000 (1% of 1999 budgeted net income) plus or minus 5% of
any amount over or under 1999 budgeted net income for the System.
In the event the maximum would otherwise be exceeded, all awards
will be decreased pro rata.
VII. FORM AND TIMING OF PAYOUT
-------------------------
Calculation of awards will be made as soon as practicable after the
close of books for the year measured, but no award will be paid
until it has been approved by the Management Review Committee or
the Board of Directors, as appropriate.
-5-
<PAGE>
VIII. TERMINATION AND TRANSFER PROVISIONS
-----------------------------------
Payment will be in current cash unless the Management Review
Committee or the Board at its discretion provides for deferral. The
Management Review Committee or the Board may also, at its
discretion, make payment of awards in the form of stock in lieu of
current cash.
Termination Provisions
o Awards may at the discretion of the Management Review Committee or the Board
be calculated on the basis of a full year's performance and prorated to the
number of whole months actually served, except in the case of voluntary
termination (other than retirement after the second quarter of the year) or
termination by the Company (with or without cause), in which case no award
is made for year of termination
Designation of "Unit" in cases of transfer
o Weighting will be based on the number of months participant was in each unit
IX. PLAN ADMINISTRATION
-------------------
Administration of the Plan is the responsibility of the Management
Review Committee of the Board of Directors.
o The Committee is responsible for review and administration of all Systemwide
goals and has final approval over these and other matters involving the
Plan, including eligibility
-6-
EXHIBIT 23.1
CONSENT OF THE INDEPENDENT AUDITORS
To the Board of Directors of Allegheny Energy, Inc.
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Allegheny Energy, Inc. of our report dated February 4,
1999, relating to the consolidated financial statements, which appear in the
Company's annual report on Form 10-K for the year ended December 31, 1998.
Pittsburgh, Pennsylvania
March 1, 2000
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
