File No. 70-9***
(Conemaugh Acquisition Application)
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM U-1
APPLICATION / DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
______________________________
Allegheny Energy, Inc.
10435 Downsville Pike
Hagerstown, MD 21740
Allegheny Energy Supply Company, LLC
R.R. 12, P.O. Box 1000
Roseytown, PA 15601
_____________________________
Allegheny Energy, Inc.
10435 Downsville Pike
Hagerstown, MD 21740
The Commission is requested to send copies of all notices, orders
and communications in connection with this Application /
Declaration to:
Thomas K. Henderson, Esq.
Vice President and General Counsel
Allegheny Energy, Inc.
10435 Downsville Pike
Hagerstown, MD 21740
Patricia J. Clark, Esq.
Deputy General Counsel
Allegheny Energy Supply Company, LLC
R.R. 12, P.O. Box 1000
Roseytown, PA 15601
Anthony Wilson, Esq.
Senior Attorney
Allegheny Energy Service Corporation
10435 Downsville Pike
Hagerstown, MD 21740
<PAGE>
TABLE OF CONTENTS Page
Item 1. Description of the Proposed Transaction . . . . . . 3
Item 2. Fees, Commissions and Expenses . . . . . . . . . .. . 6
Item 3. Applicable Statutory Provisions . . . . . . . . . . 6
Item 4. Regulatory Approvals . . . . . . . . . . . . . . . . 11
Item 5. Procedure . . . . . . . . . . . . . . . . . . . . . 11
Item 6. Exhibits and Financial Statements . . . . . . . . . 11
Item 7. Information as to Environmental Effects . . . . . . 12
Exhibit H . . . . . . . . . . . . . . . . . . . . . . . . . . 14
<PAGE>
Item 1. Description of Proposed Transactions
A. Summary
Allegheny Energy, Inc. ("Allegheny"), a registered
public utility holding company, and Allegheny Energy Supply
Company, LLC ("Allegheny Supply"),<F1> a non-utility
generating company subsidiary of Allegheny, have filed an
application - declaration pursuant to Sections 9(a), 10,
and 11(b) of the Act and Rules 53 and 54 under the Act.
Now come Allegheny and Allegheny Supply <F2> seeking
Securities and Exchange Commission ("Commission")
authorization to acquire 50% of Potomac Electric Power
Company's ("Pepco") total interest of 166 MW ("Pepco's
Interest") in the 1,711 MW generating capacity of the
Conemaugh Generating Station and the related Auctioned
Assets and Assumed Obligations ("Transaction").<F3> The total
purchase price is $152.5 million, subject to adjustment for
storeroom and coal pile inventories. Each of Allegheny
Supply and PPL Global, Inc. will be entitled to one-half of
the capacity and energy associated with Pepco's Interest.
The purchase price and any adjustment are to be split
equally between Allegheny Supply and PPL Global, Inc.
Allegheny Supply and PPL Global, Inc. will each pay
approximately $76.25 million for their respective shares of
Pepco's Interest or approximately $918 per kW - a price
consistent with other recent auctions of utility assets. It
is requested that the Commission issue an order authorizing
this Transaction on or before September 1, 2000. Closing is
scheduled for October 1, 2000.
B. Background
1. The Transaction
Allegheny Supply, PPL Global, Inc., and Pepco have
entered into an Asset Purchase and Sale Agreement dated May
18, 2000 ("Agreement") under which Allegheny Supply and PPL
Global, Inc., a subsidiary of PPL Corp., will jointly
purchase Pepco's Interest in the Conemaugh Generating
Station ("Conemaugh"). Conemaugh is a 1,711-MW coal-fired
generating station located in Indiana County, Pennsylvania.
Pepco's Interest is a 9.72% interest as tenants in common of
Conemaugh. After the close of the Transaction, the
Allegheny system will have a total generating capacity of
approximately 10,000 MW. The Transaction will be accounted
for as a purchase and be accretive to Allegheny's earnings
in the first full year. Allegheny proposes to finance the
<F1> In File No. 70-9483, Holding Co. Act Release No. 27101
(November 12, 1999), the Commission authorized the formation
and financing of Allegheny Supply.
<F2> Allegheny Supply is a public utility as defined under the
Act. However, for purposes of state regulation Allegheny
Supply is not regulated as a public utility. Accordingly,
Allegheny Supply's acquisition of utility assets does not
fall within Section 9(b) of the Act and therefore approval
by the Commission is required.
<F3> The purchase includes Pepco's 9.72% interest in Conemaugh
together with corresponding interests in "Auctioned Assets"
and "Assumed Obligations" as defined in sections 2.2 and 2.3
of the Agreement.
<PAGE>
purchase through the issuance of to-be-authorized long-term
debt with the possible use of short-term debt as a temporary
bridge should market conditions warrant it. The acquisition
marks Allegheny's entrance into the Pennsylvania-New Jersey-
Maryland ("PJM")<F4> market as an owner of generation.<F5> The
completion of the Transaction is subject to customary
conditions and approvals of various regulatory commissions,
including the Federal Energy Regulatory Commission, the
Federal Trade Commission/Department of Justice, and the
Securities and Exchange Commission.
2. Description of the Parties
Pepco is an investor-owned utility that provides
electric and other utility services to governmental,
commercial, and residential customers in the Washington,
D.C. metropolitan area and the surrounding Maryland suburbs.
Pepco serves approximately 700,000 electricity customers.
Pepco, through its family of unregulated subsidiaries,
offers natural gas, high-speed Internet access, local and
long distance telephone, cable television and energy
management services in the Mid-Atlantic region. Pepco is a
member of PJM and will continue as a member.
PPL Global is the international and development
affiliate of PPL Corp. PPL Corp., through its subsidiaries
and affiliates, delivers electricity and natural gas to more
than 1.3 million customers in Pennsylvania; markets
wholesale or retail energy in 43 states and Canada; provides
energy services for businesses in the Mid-Atlantic and
Northeast United States; generates electricity at power
plants in Pennsylvania, Maryland and Montana; and, delivers
electricity to 1.4 million customers in Britain and to more
than 800,000 customers in Chile, Bolivia and El Salvador.
Allegheny is a diversified energy company,
headquartered in Hagerstown, Md. Allegheny, through
Allegheny Supply, is a producer and marketer of electricity
and other energy products. The Allegheny family includes
West Penn Power Company, Monongahela Power Company and The
Potomac Edison Company (collectively d/b/a "Allegheny
Power"). Allegheny Power delivers electric energy and
natural gas to about three million people or 1.4 million
customers in parts of Maryland, Ohio, Pennsylvania,
Virginia, and West Virginia. Allegheny Ventures, Inc., a
non-utility subsidiary of Allegheny, actively invests in and
develops energy-related and telecommunications projects.
Allegheny Supply owns, operates and markets competitive
retail and wholesale electric generation. Additionally,
Allegheny Supply manages and operates electric generation
owned by the regulated utilities d/b/a Allegheny Power that
has not yet been deregulated.
For the twelve months ended December 31, 1999,
Allegheny's revenues were approximately $2.81 billion.
Allegheny Supply, which began operating as a separate
<F4> "PJM" means the Pennsylvania-New Jersey-Maryland
interconnected power pool operated under the PJM Agreement
and any successor thereto including any regional
transmission operator, independent system operator,
transmission company, or any other independent system
administrator that possesses operational or planning control
over the Transmission System.
<F5> Currently, Allegheny companies are both members and
customers of PJM.
<PAGE>
company on November 18, 1999,<F6> had revenues of approximately
$141 million or 5.02% of Allegheny's annual revenues.
C. Post Transaction Management and Operations
Allegheny, through Allegheny Supply, continues towards
its goal of moving from its current status as a regional
provider of utility services to that of becoming a national
energy supplier. In 1999, Allegheny added 88 MW of
generating capacity in Springdale, Pennsylvania. Allegheny
Supply is also planning to construct a 540 MW at
Springdale, Pennsylvania. Additionally, Allegheny Supply
is in the process of installing 220 MW of natural gas fired
combustion turbine generation at various sites throughout
Pennsylvania. Allegheny Supply intends to utilize its share
of the Conemaugh capacity in its existing portfolio of
generation.
After closing, Conemaugh will continue to be operated
under current agreements including an existing
interconnection agreement by and among the Conemaugh Station
Owners and the Conemaugh Switching Station Owners for the
Conemaugh Station (dated November 19, 1999)
("Interconnection Agreement"); <F7> Conemaugh Operating
Agreement (dated December 1, 1967); <F8> and other contracts as
set forth in Section 2.2(a)(iv) of the Agreement, subject to
Section 2.4, those contracts, agreements, personal property
leases, commitments and all other legally binding
arrangements, whether oral or written, to which Seller is a
party, or by which the Seller or its Auctioned Assets is
bound or subject, relating to the ownership, operation and
maintenance of the Generating Facility, including those
contracts and agreements set forth in Schedule 2.2(a)(iv) of
the Agreement (excluding any such contracts, agreements,
personal property leases, commitments and other legally
binding arrangements to the extent the same relate to any of
the assets retained by Pepco) to the extent in full force
and effect on the closing date.
D. Financing
Applicants propose to ultimately finance the
Transaction utilizing Allegheny Supply's long-term debt
authority, for which Commission authorization has been
requested in File No. 70-9677. <F9> No additional long-term
debt financing authorization is requested at this time.
However, due to possible movements in interest rates and
volatility in the bond market, it may be necessary for
Allegheny Supply to use temporary short-term debt,
including, but not limited to, commercial paper and/or a
<F6> See Holding Co. Act Release No. 27101, the Commission
authorized the formation and financing of Allegheny Supply.
<F7> Section 2.2(a)(iv) of the Agreement provides that
Auctioned Assets includes the Interconnection Agreement.
<F8> The Operating Agreement was originally entered into among
Pennsylvania Electric Company, Atlantic City Electric
Company, Baltimore Gas and Electric Company, Delmarva Power
& Light Company, Metropolitan Edison Company, Pennsylvania
Power & Light Company, Philadelphia Electric Company,
Potomac Electric Power Company, Public Service Electric and
Gas Company and UGI Corporation, with respect to the
ownership and operation of Conemaugh Station, as amended
from time to time.
<F9> See File No. 70-9677, Application for General Financing
Authorization (filed March 21, 2000).
<PAGE>
bank credit facility as a bridge to the permanent financing
of the Transaction. Accordingly, Allegheny Supply requests
authorization to issue temporary short-term debt, in an
amount not to exceed $80 million. This request is in
addition to short-term debt authorized for Allegheny Supply
by this Commission in Holding Co. Act Release No. 27101,
wherein the Commission authorized the formation and
financing of Allegheny Supply, or as subsequently amended in
File No. 70-9677.
Item No. 2. Fees, Commissions and Expenses
The fees, commissions and expenses to be paid or
incurred, directly or indirectly, in connection with this
Transaction are ______________ (to be filed by amendment).
Item No. 3. Applicable Statutory Provisions
The following sections of the Act and the Commission's
rules thereunder are or may be directly or indirectly
applicable to the proposed Transaction: Sections 9(a), 10,
and 11(b) of the Act and Rules 53, and 54. To the extent
that other sections of the Act or the Commission's rules
thereunder are deemed applicable to the Transaction, such
sections and rules should be considered to be set forth in
this Item 3.
A. Legal Analysis
1. Section 10(c)
Section 10(c) of the Act provides that, notwithstanding
the provisions of Section 10(b), the Commission shall not
approve:
1. an acquisition of securities or utility assets, or of
any other interest, which is unlawful under the provisions
of Section 8 or is detrimental to the carrying out of the
provisions of Section 11; or
2. the acquisition of securities or utility assets of a
public utility or holding company unless the Commission
finds that such acquisition will serve the public interest
by tending towards the economical and the efficient
development of an integrated public utility system . . .
Sections 8 and 11 apply to registered holding companies and
are therefore applicable to Allegheny, since it is a
registered holding company.
Section 11(a) of the Act requires the Commission to
examine the corporate structure of registered holding
companies to ensure that unnecessary complexities are
eliminated and voting powers are fairly and equitably
distributed. As described above, the Transaction will not
result in unnecessary complexities or unfair voting powers.
In this Transaction there would be no change to the current
corporate structure.
2. Section 10(b)(2)
i. Fairness of Consolidated Corporate Structure
<PAGE>
Section 10(b)(2) requires the Commission not to approve
an acquisition if the Commission finds that the
consideration is "not reasonable or does not bear a fair
relation to the sums invested in or the earning capacity of
the utility assets to be acquired ." As earlier stated, the
total purchase price is $152.5 million, subject to
adjustment for storeroom and coal pile inventories.
Allegheny Supply's share of the purchase price is
approximately $76.25 million for Pepco's Interest or
approximately $918 per kW - a price consistent with other
recent auctions of utility assets. The purchase price is
the resulting of a bidding and negotiation process.
In the Commission's recent American Electric Power,
Inc. - Central South West Corporation Merger Order,<F10> the
Commission, among other things, held that a purchase price
is not unfair or unreasonable within the meaning of section
10(b)(2) if the price is the result of arm's-length
negotiations. The decision is equally applicable here.
Specifically, the bid was preceded by due diligence,
analysis and evaluation of the assets, liabilities and
business prospects of the acquisition. For these reasons
the Commission should find that the purchase price is not
unfair or unreasonable within the meaning of section
10(b)(2).
ii. Electric System - Section 2(a)(29)(A)
For the reasons set forth below, the Transaction will
not be detrimental to the carrying out of the provisions of
Section 11. As applied to electric utility companies, the
term "integrated public utility system" is defined in
Section 2(a)(29)(A) of the Act as:
". A system consisting of one or more units of
generating plants and/or transmission lines and/or
distributing facilities, whose utility assets,
whether owned by one or more electric utility
companies, are physically interconnected or
capable of physical interconnection and which
under normal conditions may be economically
operated as a single interconnected and
coordinated system confined in its operation to a
single area or region, in one or more states, not
so large as to impair (considering the state of
the art and the area or region affected) the
advantages of localized management, efficient
operation, and the effectiveness of regulation..."<F11>
The Transaction satisfies the requirements of Section
2(a)(29)(A) of the Act. First, Allegheny Supply will be
interconnected with Conemaugh via the Interconnection
Agreement and by use of PJM general transmission service
agreements.<F12> Second, Allegheny Supply intends to combine
<F10> See, American Electric Power - Central South West Merger
Order, Holding Co. Act Release No. 27186 (June 14, 2000)
("AEP-CSW Order").
<F11> See Section 2(a)(29)(A), See Also Environmental Action,
Inc. v. Securities and Exch. Commission, 895 F.2d 1255, 1263
(9th Cir. 1990) (citing In re Electric Energy, Inc., 38 SEC
658, 668 (1958)).
<F12> The PJM Open Access Transmission Tariff provides for
transmission service within the PJM Control Area, including
schedules, appendices, or exhibits attached thereto, as in
effect from time to time and as amended or modified.
<PAGE>
and coordinate its share of the Conemaugh capacity with
the existing Allegheny system generation as a single
coordinated system. Finally, Allegheny Supply is, and will
continue to be, effectively regulated by this Commission.
(1) Interconnection
As stated, Conemaugh will continue to be operated under
current agreements - including the Interconnection Agreement
by and among the Conemaugh Station Owners and the Conemaugh
Switching Station Owners for the Conemaugh Station;<F13> the
Conemaugh Operating Agreement; and other contracts as set
forth in Section 2.2(a)(iv) of the Agreement.
Additionally, the Commission has previously indicated
that a single integrated system exists even based solely on
a planned, future interconnection, provided that such
physical interconnection is "contemplated or ... possible
within the reasonably near future" and not just something
that "might occur in the remote future, and whose occurrence
has not been foreshadowed by any facts shown in the record."<F14>
As stated, Allegheny Supply presently has, or can readily
acquire, transmission service under the PJM Tariff. In the
Matter of Cities Service Power & Light Corporation,<F15> the
Commission held that the integration standard was met where
the applicant was contemplating the construction of
interconnection facilities. Similarly, in approving the
application of New Century Energies to combine the then
Public Service Company of Colorado and Southwestern Public
Service, the Commission approved the application
notwithstanding the fact that no actual interconnection
existed - only a proposed interconnection in five years.<F16>
(2) Single Interconnected and Coordinated System
The Transaction will result in significant benefits,
economies and efficiencies for Allegheny Supply and
Allegheny Power and in turn customers and shareholders.
Specifically, Allegheny Supply will use its energy expertise
and resources to market and trade its share of the energy
generated at Conemaugh. Upon completion of the Transaction
the Allegheny system will not be so large as to impair the
advantages of localized management, efficient operations, or
the effectiveness of regulation. Local management will be
unchanged.
<F13> See Agreement at section 2.2(iv).
<F14> In the Matter of the North American Company and Its
Subsidiaries, Holding Co. Act Release No. 4505 (Apr. 15,
1942). See Also, In the Matter of Hudson River Power
Corporation, Holding Co. Act Release No. 2415 (Dec. 9, 1940)
(integration standard not met where "the record discloses no
definite plan for bringing about any such interconnection");
In the Matter of Cities Service Power & Light Corporation,
Holding Co. Act Release No. 5256 (Aug. 30, 1944)
(integration standard met where "Derby contemplates the
construction of such interconnection facilities").
<F15> Holding Co. Act Release No. 5256 (Aug. 30, 1944)
<F16> See New Century Energies, Holding Co. Act Release
No.26748 (August 1, 1997).
<PAGE>
(3) Single Area or Region
Allegheny Supply's share of Conemaugh's generation will
be used to service the current and future energy supply
needs of Allegheny Supply's customers. This Transaction
provides an opportunity for the Commission to follow certain
of the interpretive recommendations made by the Division of
Investment Management (the "Division") in the report issued
by the Division in June 1995 entitled "The Regulation of
Public Utility Holding Companies" ("1995 Report").<F17>
Allegheny Supply's acquisition of Conemaugh is consistent
with the 1995 Report. Specifically, in the 1995 Report, the
Division recommended that primacy be given to "demonstrated
economies and efficiencies to satisfy the integration
requirements." Allegheny Supply has demonstrated the
requisite economies and efficiencies.
As the Commission noted in the recent AEP-CSW Order,
the "single area or region" standard implicitly requires the
Commission to consider the size of the system that would
result.<F18> The Commission further noted that section 10(c)(2)
required the Commission to consider the size of the
resulting system before approving an acquisition, but, like
section 10(b)(1), imposes no precise limits on holding
company growth. Rather, these sections are couched in
discretionary terms and require the Commission to exercise
its best judgment as to the maximum size of a holding
company in a particular area, considering the state of the
art and the area or region affected. The Act does not define
the terms "area" and "region." The terms, by their nature,
as the Commission noted in the AEP-CSW Order, are
susceptible of flexible interpretation, which permits
holding companies to respond to the current state of the
industry and to give the terms practical meaning and effect.<F19>
The determination of whether to permit enlargement of a
system by acquisition is to be made on the basis of all the
circumstances, not on the basis of preconceived notions of
size.
The Commission has held that the single area or region
test should be applied flexibly when doing so does not
undercut the policies of the Act "against scatteration --
the ownership of widely dispersed utility properties which
do not lend themselves to efficient operation and effective
state regulation."<F20> The Commission has not required that
combining systems be contiguous for the requirement to be
met.<F21> The Commission in the AEP-CSW Order noted that
<F17> Applicants note that the Transaction and the requests
contained in this Application/Declaration are well within
the precedent of transactions approved by the Commission as
consistent with the Act prior to the 1995 Report and could
be approved without any reference to the 1995 Report.
<F18> AEP-CSW Order at pg. 50.
<F19> Id,
<F20> NIPSCO Industries, Inc., Holding Co. Act Release No. 26975
(Feb. 10, 1999) ("NIPSCO") (applying single area or region
requirement to gas utility system).
<F21> See, e.g., Conectiv, Inc., Holding Co. Act Release No.
26832 (Feb. 25, 1998) ("Conectiv"); cf. New Century
Energies, supra note 48 (finding that electric utilities
located in two different power pools, in two different
reliability councils, in both the Eastern and Western
Interconnects, and with a physical separation of 300 miles
were in the same area or region); Electric Energy, supra
note 44 (utility assets were within the same area or region
as the acquirer's service area despite a distance of 100
miles crossing two states); Mississippi Valley Generating
Co., Holding Co. Act Release No. 12794 (Feb. 9, 1955)
(single area or region test met where generating station was
located 150 air miles from the territory served by the
acquiring company).
<PAGE>
distance raised many more barriers to integration when the
Act was passed in 1935 than is the case today. The 1995
Report recognized that "recent institutional, legal and
technological changes . . . have reduced the relative
importance of . . . geographical limitations by permitting
greater control, coordination and efficiencies" and "have
expanded the means for achieving the interconnection and
economic operation and coordination of utilities with non-
contiguous service territories."<F22> Advances and developments
are breaking down traditional boundaries and concepts of
regions.
As described in this application, the circumstances of
this Transaction compare favorably to those approved in the
AEP-CSW Order. First, Conemaugh is fewer than five (5)
miles from the northeast edge of the Allegheny system;
second, the Allegheny system will be interconnected with
Conemaugh via the Interconnection Agreement and by use of
PJM general transmission service agreements; and third,
Allegheny Supply intends to combine and coordinate its share
of the Conemaugh output with the existing Allegheny system.
For these reasons the Commission should find that the
"single area or region" requirement is satisfied.
(4) Effective State Regulation
The Transaction will not impair the effectiveness of
state regulation as the Transaction will not impact or
change existing state regulation of Allegheny Power, nor
will the Transaction impact state regulation of Allegheny
Supply as it is not subject to state regulation for
purposes of this Transaction. However, Pepco's sale is
subject to the jurisdiction of, and Pepco has received
preliminary approval from, both the Maryland Public Service
Commission and District of Columbia Public Service
Commission.
Pursuant to the recommendations contained in the 1995
Report, state commission approval is significant as the
Division stated therein "when the affected state and local
regulators concur, the [Commission] should interpret the
integration standard flexibly to permit non-traditional
systems if the standards of the Act are otherwise met."<F23>
In this application the standards of the Act are met and
the Commission should authorize the Transaction.
<F22> 1995 Report, supra note 91, at 69-70. The 1995 Report
noted that the concept of "geographic integration" has been
affected by "technological advances on the ability to
transmit electric energy economically over longer distances,
and other developments in the industry, such as brokers and
marketers." Id. at 69.
<F23> 1995 Report at 74.
<PAGE>
(5) Rule 54 Compliance
Rule 54 provides that the Commission, in determining
whether to approve certain transactions by such registered
holding company or its subsidiaries other than with respect
to exempt wholesale generators ("EWG") and foreign utility
companies ("FUCO"), will not consider the effect of the
capitalization or earnings of any subsidiary which is an EWG
or FUCO upon the registered holding company system if the
provisions of Rule 53(a), (b) and (c) are satisfied. At
December 31, 1999, Allegheny's consolidated retained
earnings were approximately $897 million, and Allegheny's
aggregate investment in EWGs and FUCOs was approximately
$4.2 million. Accordingly, Allegheny may invest up to
approximately $448.5 million or an additional $444.3 million
(50% of Retained Earnings less existing investment) in EWGs
and FUCOs as of December 31, 1999. When the Transaction is
consummated, for purposes of compliance with Rule 54,
Allegheny's aggregate investment in EWGs and FUCOs will not
exceed 50% of its consolidated retained earnings and the
provisions of Rule 53(a) will be satisfied.
Allegheny further states that for purposes of Rule 54,
the conditions specified in Rule 53(a) are satisfied and
that none of the conditions set forth in rule 53(b) exist or
will exist as a result of the proposed Transaction. As a
result, the Commission will not consider the effect on
Allegheny of a subsidiary that is an EWG or FUCO, as each is
defined in sections 32 and 33 of the Act, respectively, in
determining whether to approve the proposed Transaction.
Item No. 4. Regulatory Approvals
Filings will be made with the Federal Energy Regulatory
Commission under the Federal Power Act and with the
Department of Justice under the Hart-Scott-Rodino Act.
No regulatory agency, other than this Commission and
those mentioned above, has jurisdiction over the
Transaction.
Item No. 5. Procedure
It is requested that the Commission's order granting
this Application / Declaration be issued on or before
September 1, 2000, inasmuch as closing is anticipated for
October 1, 2000. There should be no recommended decision by
a hearing or other responsible officer of the Commission and
no 30-day waiting period between the issuance of the
Commission's order and its effective date. Applicant
consents to the Division of Corporate Regulation's assisting
in the preparation of the Commission's decision and order in
this matter, unless the Division opposes the Transaction
covered by this Application or Declaration.
Item No. 6. Exhibits and Financial Statements
(a) Exhibits
<PAGE>
B-1 Asset Purchase and Sale Agreement (to be
filed by amendment)
D-1 Application to the Federal Energy
Regulatory Commission (to be filed by
amendment)
D-2 Order of the Federal Energy Regulatory
Commission
(to be filed by amendment)
D-3 Hart-Scott Rodino Notification Filing
(to be filed by amendment)
E Map showing combined service territory
of Allegheny and Conemaugh (gas and
electric)
(to be filed by paper on Form SE)
F Opinion of Counsel (to be filed by
amendment)
G Financial Data Schedules (to be filed by
amendment)
H Form of Notice
(b) Financial Statements as of March 31, 2000
FS-1 Allegheny Supply balance sheet, per books and pro
forma (to be filed by amendment).
FS-2 Allegheny Supply statement of income and
retained earnings, per books and pro forma (to be
filed by amendment).
Item No. 7. Information as to Environmental Effects
(a) For the reasons set forth in Item 1 above, the
authorization applied for herein does not require major
federal action significantly affecting the quality of the
human environment for purposes of Section 102(2)(C)of
the a National Environmental Policy Act (42 U.S.C.
4232(2)(C)).
(b) Not applicable.
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.
<PAGE>
ALLEGHENY ENERGY, INC.
/s/ THOMAS K.HENDERSON
By _____________________________
Thomas K. Henderson
ALLEGHENY ENERGY SUPPLY COMPANY
/s/ THOMAS K. HENDERSON
By _____________________________
Thomas K. Henderson
Dated: July 5, 2000
