As filed with the Securities and Exchange Commission on November 1, 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.
Sullivan & Cromwell
125 Broad Street
New York, New York 10004-2498
(212) 558-4000
__________________________
Approximate date of commencement of proposed sale to the
public: On the first dividend payment date after this
Registration statement becomes effective.
__________________________
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box:[X]
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.[ ]
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.[ ]
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.[ ]
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box.[ ]
__________________________
CALCULATION OF REGISTRATION FEE
________________________________________________________________________
Title of each Amount Proposed Proposed Amount of
class of to be maximum maximum registration
securities to be registered offering aggregate fee
registered price offering
per unit* price*
________________________________________________________________________
Common Stock, 5,000,000 38.781 $193,905,00 $51191
$1.25 par value** shares
________________________________________________________________________
* Estimated in accordance with Rule 457 solely for the purpose of
calculating the registration fee.
** Includes stock purchase rights. Prior to the occurrence of
certain events, these rights will not be exercisable or
evidenced separately from the Common Stock and will be
transferred only with the Common Stock. The value attributable
to such stock purchase rights, if any, is reflected in the
market price of the Common Stock.
__________________________
The Prospectus contained herein is a combined prospectus
relating to Registration Statement No. 33-57027 pursuant to Rule
429 under the Securities Act of 1933. Of the 5,000,000 shares
registered pursuant thereto 4,988,292 had been sold through
October 26, 2000.
_______________________________________________________________________
<PAGE>
Prospectus
ALLEGHENY ENERGY, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
Common Stock
(Par Value $1.25)
The Dividend Reinvestment and Stock Purchase Plan of
Allegheny Energy, Inc. provides holders of record of our
Common Stock with a convenient and economical way to
purchase additional shares.
Participants in the Plan may at the time of each cash
dividend payment on the Common Stock:
* have all or a portion of their dividends automatically
invested in additional shares of Common Stock or
* invest any amount they wish between $50 and $10,000 in
additional shares of Common Stock or
* do both.
Under the Plan, the administrator may purchase shares
directly from us or on the open market. When purchased from
us, the price per share will be the average of the daily
high and low sales prices of the Common Stock, as published
in The Wall Street Journal report of New York Stock Exchange
Composite Transactions, for the period of 10 trading days
immediately prior to the dividend payment date. If we elect
not to issue new shares but to cause the purchase of shares
on the open market, the shares may be purchased in one or
more transactions on the day of the dividend payment and on
the next three succeeding trading days. The price per share
to you will be the average cost of all shares so purchased,
excluding any related broker fees or commissions, which we
will pay. Plan participation fees are described on page
five.
A participant may withdraw from the Plan at any time,
effective upon receipt of written notice. However, if
written notice of withdrawal is received during an
investment processing period (5 business days before and 5
business days after a dividend payment date) then the
withdrawal will be effective immediately after the
investment processing period.
Stockholders who do not wish to participate in the Plan
will continue to receive cash dividends, as declared, by
check in the usual manner.
This Prospectus relates to 5,000,000 shares of Common
Stock registered for sale pursuant to the Plan. Our Common
Stock is listed on the New York, Chicago and Pacific Stock
Exchanges. You should retain this Prospectus for further
reference.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER
REGULATORY BODY HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
_______________________________________
The date of this Prospectus is November 1, 2000
<PAGE>
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
June 30, 2000; and
* The Current Reports on Form 8-K filed March 6, March 7,
April 27, May 24, June 5, July 27, August 17, and September
1, 2000.
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 Brooks
Secretary
Telephone: (301) 665-2704
-------------------------------------------
No person has been authorized to give any information or
to represent anything not contained in this Prospectus. You
must not rely on any unauthorized information or
representation(s). This Prospectus is an offer to sell only
the Common Stocks offered hereby, but only in jurisdictions
where it is lawful to do so.
------------------------------------------
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
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* 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.
THE PLAN
The Plan is administered for the participants by us and
by the agent (the Agent) we have appointed:
ChaseMellon Shareholder Services, L.L.C.
Investment Services
P.O. Box 3339
South Hackensack, NJ 07606-1939
ChaseMellon Shareholder Services, L.L.C. is the
transfer agent and registrar for the Common Stock.
1. ELIGIBILITY
All holders of record of Common Stock are eligible to
participate in the Plan.
2. PARTICIPATION
A stockholder of record may join the Plan at any time
by completing and signing an Authorization Form and
returning it to the Agent. You may obtain an Authorization
Form by written request to the Agent or to us.
Participation, whether for full or partial dividend
reinvestment, will begin with the next quarterly dividend
payment, as and when declared, after receipt of the
Authorization Form by the Agent, provided it is received at
least 20 days prior to the payment date for that dividend
(ordinarily the last business day of March, June, September
and December). Participants, whether for full or partial
dividend reinvestment, will be charged a fee of 3% of the
dividend amount to be reinvested, with a maximum of $3.00.
The fee will be deducted from the dividend and the balance
reinvested. The Authorization Form must be received not
less than 10 days prior to the dividend payment date if
"Optional Cash Payments Only" is checked. Should the
Authorization Form arrive after these deadlines, your
participation will be delayed until the next dividend
payment.
Participants who elect "Partial Dividend Reinvestment"
may use less than all of the cash dividends payable on
shares credited to their accounts to purchase additional
shares of Common Stock. You will continue to receive cash
dividends in the usual manner on the remaining number of
whole and fractional shares.
A participant desiring to invest cash, other than
dividends, on any dividend payment date may do so by sending
the Agent a check or money order made payable to the Agent,
for the amount he wishes to invest, which shall not be less
than $50 or more than $10,000. There will be a charge of
$3.00 for each optional cash investment, which will be
deducted from the optional cash payment prior to the
investment. Any cash payment received by the Agent more
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than 30 days or less than 3 business days prior to a
dividend payment date may be returned. We will not pay
interest on cash payments. You should send any optional
cash investments to:
ChaseMellon Shareholder Services, L.L.C.
Investment Services
P.O. Box 382009
Pittsburgh, PA 15250-8009
The maximum number of shares that we can sell pursuant
to the Plan on any dividend payment date is the number of
shares which we would have sold if all dividends paid on
that date were invested under the Plan. If on any dividend
payment date there are insufficient shares available after
investment of participants' dividends to permit investment
of all optional cash payments received, shares available for
investment with optional cash payments will be allotted
among all participants making optional cash payments in
proportion to the amounts of their optional cash payments,
and we will refund any excess cash remaining without
interest.
3. SAFEKEEPING PROGRAM
To protect against certificates being lost, misplaced
or stolen, Plan participants may deposit their share
certificates with the Agent for credit to their Plan
account. Participants who wish to use the safekeeping
feature of the Plan should mail their certificates to
ChaseMellon Shareholder Services, L.L.C., Investor Services,
P.O. Box 3338, South Hackensack, NJ 07606-1938. You should
send certificates by registered mail, accompanied by a
completed Authorization Form specifying (i) that the shares
are furnished for safekeeping and (ii) dividends on all or a
portion of the shares are to be either reinvested pursuant
to the Plan or paid in cash.
4. PURCHASES
Shares are purchased from us under the Plan on each
dividend payment date at the average of the daily high and
low sales prices of the Common Stock, as published in The
Wall Street Journal report of New York Stock Exchange
Composite Transactions, for the period of 10 trading days
immediately prior to that date. Instead of issuing new
shares, we may have an appropriate number of shares
purchased on the open market, with funds provided from
participants' cash dividends and optional cash payments.
These purchases would occur on the day the dividend payment
is made and on the next succeeding three trading days. In
that event the price per share to participants will be the
average cost of all shares so purchased, excluding any
related broker fees or commissions, which we will pay. We
will credit participants' accounts with a number of whole
and fractional shares determined by dividing the amount to
be invested by the purchase price.
5. REPORTS / STATEMENTS
The Agent will maintain a separate account for each
participant. Quarterly statements will be sent to each
participant indicating the status of the participant's share
ownership under the Plan, including the amount of dividends
reinvested, cash payments invested, the purchase price per
share, the number of shares purchased, the number of shares
held in the participant's account and the total market value
of all shares held by the participant. The total market
value appearing in the year to date section of your
quarterly statement reflects the closing price on the day
prior to the date statements are prepared multiplied by the
total number shares held in the Plan for your account. You
may request duplicate previous statements by sending a
written notice to the Agent. We will charge a transaction
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fee of $5.00 for each duplicate statement for the
immediately preceding calendar year and $20.00 for each
duplicate statement for any earlier year.
6. CERTIFICATES
A participant may obtain certificates for any number of
whole shares credited to his account under the Plan at any
time by written request to the Agent. Any remaining full
shares and fraction of a share will continue to be credited
to the participant's account. Certificates for fractions of
shares will not be issued.
7. FEE SCHEDULE
Reinvestment of quarterly dividend 3% of dividend, maximum $3.00
Investment of optional cash $3.00
Sale of stock through the Plan $15.00 plus commissions per
transaction
Duplicate statements $5.00 for immediately preceding
calendar year
$20.00 for each earlier year
8. VOTING RIGHTS
We will provide each participant with a proxy card for
the total number of shares registered in the participant's
name and those held by the Agent for the participant's
account under the Plan. If the proxy card is returned
properly signed and marked for voting, the shares covered
will be voted as marked. If a properly signed proxy card is
returned without voting instructions, the shares covered
will be voted in accordance with the recommendations of
Allegheny Energy's management. You also may vote the total
number of shares you own in person at any meeting.
9. STOCK DIVIDENDS, SPLITS AND RIGHTS DISTRIBUTION
Any stock dividends of shares resulting from a stock
split, will be mailed to participants who are record
holders. Participants for whom the Agent is the record
holder will have their accounts credited.
If we distribute to our stockholders separately traded
common stock purchase rights (the "Rights"), participants
who are registered holders of shares to which the Rights
have accrued will be sent the Rights. If a participant's
shares are held by the Agent the Rights will be sold by the
Agent and the proceeds will be invested in additional shares
of Common Stock prior to or with the next regular cash
dividend. If a participant whose shares are held by the
Agent wishes to exercise the Rights he must request that a
stock certificate for such Rights be sent to him by the
Agent prior to the date upon which the Rights are
distributed.
10. ASSIGNABILITY
Participants may not pledge shares held by the Agent
under the Plan. A participant who wishes to pledge those
shares must request that certificates for such shares be
issued to the participant.
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11. PLAN WITHDRAWAL, SALES
A participant may withdraw from the Plan by sending a
written notice of withdrawal to the Agent. The withdrawal
will generally be effective upon receipt of written notice.
However, if the notice is received during an investment
processing period (5 business days before and 5 business
days after a dividend payment date) then the withdrawal will
be effective immediately after the investment processing
period.
You should send notice of withdrawal from the plan to:
ChaseMellon Shareholder Services, L.L.C.
Investment Services
P.O. Box 3338
South Hackensack, NJ 07606-1938
When a participant withdraws from the Plan, or if we
terminate the Plan, we will issue certificates for whole
shares credited to the participant's account under the Plan
and make a cash payment made for any fraction of a share,
unless the participant requests that some or all whole
shares be sold.
If the participant requests that some or all of the
shares, both whole and fractional, credited to the
participant's account be sold by the Agent, the Agent will
sell those shares as soon as practicable following receipt
of the request and will send the participant a check for the
proceeds, less any brokerage commission and transfer tax,
and a transaction fee of $15.00 for each sale of any number
of whole shares.
Full and fractional shares sold may be combined with
those of other terminating participants, in which case the
proceeds for each participant will be based on the average
sale price of all such shares.
There are no requirements for certification of a
participant's request to terminate participation or to
authorize the Agent to sell a participant's shares unless a
legal transfer, such as transfers involving fiduciaries, is
involved. In that case, required certification will vary
depending upon governing state law.
12. MODIFICATION OR TERMINATION
We may, upon written notice to all participants,
change, suspend or terminate the Plan at ny time.
13. TAX EFFECT
For Federal income tax purposes dividend payments
applied to the purchase of new shares are included in
taxable income. Cash payments when whole or fractional
shares are sold, either upon withdrawal from the Plan or
otherwise, may result in gain or loss for tax purposes. The
amount of such gain or loss generally will be measured by
the difference between the amount received for those shares
and the tax basis for those shares.
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You should retain quarterly statements to help
determine the tax basis of shares acquired under the Plan.
For additional information or other possible tax
consequences, you should consult your tax advisors.
14. RESPONSIBILITY
Except to the extent otherwise required under state and
federal securities laws, we and the Agent will not be liable
for any act or omission to act done or made in good faith in
administering the Plan.
PARTICIPANTS SHOULD RECOGNIZE THAT NEITHER WE NOR THE
AGENT CAN ASSURE THEM OF A PROFIT OR PROTECT THEM
AGAINST A LOSS ON THE SHARES PURCHASED BY THEM UNDER
THE PLAN OR OTHERWISE.
15. APPLICABLE LAWS AND REGULATIONS
The Plan will be conducted in accordance with all
applicable laws. Our obligation to offer, issue or sell
shares of Common Stock is subject (a) to our obtaining all
approvals, authorizations and consents which may be required
from (i) all regulatory authorities having jurisdiction,
including the Securities and Exchange Commission under the
Public Utility Holding Company Act of 1935, and (ii) any
stock exchange on which our Common Stock may then be listed
and (b) the price at which shares are being purchased being
at least equal to the then par value of the stock being
purchased.
Under Article VI of our Bylaws and Section 2-418 of the
Corporations and Associations Article of the Annotated Code
of Maryland, directors and officers are entitled to
indemnification by us against liability which they may incur
in their respective capacities as directors and officers.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors or
officers pursuant to these provisions, we have been informed
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.
USE OF PROCEEDS
The net proceeds from the sale of shares of Common
Stock pursuant to the Plan will be added to our general
funds and will be used to make capital contributions and
advances to our direct and indirect subsidiaries, to acquire
notes or stock of such subsidiaries, and to finance other
corporate needs. The subsidiaries will use the funds (and
revenues from their operations) directly or indirectly to
finance their construction programs and for other corporate
purposes.
THE COMMON STOCK
The Common Stock is the only class of our capital stock
authorized or outstanding. At June 30, 2000, there were
110,436,317 shares outstanding of the 260,000,000 shares
authorized to be issued.
The outstanding shares of Common Stock are, and the
additional shares of Common Stock upon issuance will be,
fully paid and nonassessable. The following is a brief
summary of certain provisions of our charter.
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Dividend Rights: The Board of Directors may declare
dividends on Common Stock, payable at such times as it may
determine, out of available retained earnings or net income.
Supplemental indentures relating to outstanding bonds of
subsidiaries contain dividend restrictions, under the most
restrictive of which $68,974,000 of consolidated retained
earnings at June 30, 2000, is not available for cash
dividends on their common stocks. Retained earnings
available for dividends on Common Stock amounted to
$819,999,000 at June 30, 2000.
Liquidation Rights: Upon our liquidation the holders of
Common Stock are entitled to receive the assets available
for distribution to stockholders.
Voting Rights: The holders of Common Stock are entitled
to one vote per share with the right to cumulative voting in
elections of directors.
Preemptive Rights: No holder of Common Stock is
entitled as a matter of right to subscribe to any new or
additional shares of Common Stock, or any security
convertible into Common Stock, unless the same is offered
for money other than by a public offering or an offering to
or through underwriters or investment bankers who agree
promptly to made a public offering.
SHAREHOLDER PROTECTION RIGHTS AGREEMENT
Each share of Common Stock has attached it to one
right. The right is represented by the same certificate
representing the Common Stock (or in the case of
uncertificated Common Stock, by the registration of the
associated share of Common Stock on our stock transfer
books). Until the separation date, the rights will be
transferred only with the Common Stock. The rights are not
exercisable until after the separation date and are subject
to redemption or exchange as described below. The rights
have an exercise price of $100 per right, subject to
antidilution adjustment. The rights expire at the close of
business on March 6, 2010 unless we redeem them earlier.
Holding unexercised rights give you no rights as a
stockholder, including, without limitation, the right to
vote or to receive dividends.
Separation Date; Separation of Rights from Common
Stock. The rights will separate from our Common Stock upon
the earlier of two possible times. The first such time is
10 business days following a public announcement that a
person or group of affiliated or associated persons (an
"acquiring person") has acquired, or has the right to
acquire, the ownership of 15% or more of the outstanding
shares of our Common Stock (the "share acquisition date").
The second possible time is 10 business days (or such later
date as determined by our board of directors prior to any
person becoming an acquiring person) (the "Flip-In Date")
following the commencement of a tender or exchange offer
which would result in a person or group owning 15% or more
of our outstanding shares of Common Stock.
Exercise of Rights. If any person or group becomes an
acquiring person, we will provide that each holder of a
right, other than rights beneficially owned by the acquiring
person (which will be null and void), will have the right to
receive upon exercise of the right at the current exercise
price, a number of shares of our Common Stock having a
market value of two times the exercise price of the right.
In the event that we are acquired in a merger or other
business combination transaction in which the acquiring
person is treated differently from other stockholders, or is
a party to the transaction, or 50% or more of our
consolidated assets or earning power are sold after a person
or group has become an acquiring person, we will provide
that each holder of a right will have the right to receive,
upon exercise of the right at the current exercise price, a
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number of shares of common stock of the acquiring company
which at the time of such transaction will have a market
value of two times the exercise price of the right.
Redemption or Exchange of Rights. At any time prior to
the tenth day after a share acquisition date, we may redeem
the rights in whole, but not in part, at a price of $0.01
per right. The redemption of the rights may be made
effective at such time, on such basis and with such
conditions as our board of directors may establish in its
sole discretion. At any time after a Flip-In Date and prior
to an acquiring person beneficially owns more than 50% of
our outstanding Common Stock, we may exchange the rights,
other than rights beneficially owned by the acquiring person
(which will be null and void), for shares of Common Stock at
the rate of one share per right, subject to antidilution
adjustment.
Anti-takeover Effects. The rights will not prevent a
takeover of us. However, the rights may cause substantial
dilution of shareholder voting strength to a person or group
that acquires 15% or more of our Common Stock unless the
rights are first redeemed. The rights should not interfere
with a transaction that is in the best interests of us and
our stockholders because the rights can be redeemed on or
prior to the Flip-In Date, before the consummation of the
transaction.
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 incorporated in
reliance on the report of PricewaterhouseCoopers,
independent accountants, given on the authority of that
firm as experts in auditing and accounting.
VALIDITY OF THE COMMON STOCK
The validity of the Common Stock offered hereby is being
passed upon by Sullivan & Cromwell, 125 Broad Street, New
York, New York 10004.
____________________
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Estimated
Amounts
SEC 1933 Act registration fee $ 51,191.00
Legal fees $ 50,000.00
Accountant's fees $ 25,000.00
Annual Agent's administration fees and expenses $100,000.00
Miscellaneous $ 10,000.00
Total $236,191.00
Item 15. Indemnification of Directors and Officers.
Under Article VI of the By-laws of the Company, and
Section 2-418 of the Corporations and Associations Article
of the Annotated Code of Maryland, directors and officers
are entitled to indemnification by the Company against
liability which they may incur in their respective
capacities as directors and officers under certain
circumstances. Directors' and Officers' Liability Insurance
is carried in an amount of $85,000,000 with a $500,000
corporate reimbursement.
Item 16. Exhibits.
Exhibit
Number
4(a)(i) Charter of the Company, as amended, September 16, 1997.*
4(a)(iii) Articles Supplementary dated July 15, 1999 and filed
July 20, 1999.**
4(b) By-laws of the Company.***
4(c) Stockholder Protection Rights Agreement, dated as of
March 2, 2000, between Allegheny Energy, Inc. and
ChaseMellon Shareholders Services L.L.C., as Rights
Agent.****
5 Opinion of Sullivan & Cromwell.
23(a) Consent of Independent Accountants,
PricewaterhouseCoopers LLP.
23(b) Consent of Sullivan & Cromwell (included in their
opinion filed as part of Exhibit 5).
24 Power of Attorney. (Contained in the "Signatures"
page hereof.)
* Incorporated by reference from Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the year
ended December 31, 1997 (File No. 1-267).
** Incorporated by reference from Exhibit 3.1 to the
Company's Report on Form 8-K filed July 20, 1999 (File
No. 1-267).
*** Incorporated by reference from Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the year
ended December 31, 1999 (File No. 1-267).
**** Incorporated by reference from Exhibit 4 to the
Company's Report on Form 8-K filed March 6, 2000 (File
No. 1-267).
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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:
(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-
effective amendment thereof) which, individually or in
the aggregate, represents a fundamental change in the
information set forth in the registration statement;
and
(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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant 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 Town of Farmington,
Commonwealth of Pennsylvania, on the 5th day of October,
2000.
ALLEGHENY ENERGY, INC.
By: /S/ ALAN J. NOIA
Name: Alan J. Noia
Title: Chairman,
President, Chief
Executive Officer and Director
KNOW ALL MEN BY THESE PRESENTS that each of the
undersigned officers and directors of Allegheny Energy,
Inc., a Maryland corporation, for himself or herself and not
for one another, does hereby constitute and appoint MICHAEL
P. MORRELL and THOMAS K. HENDERSON and each of them, a true
and lawful attorney in his or her name, place and stead, in
any and all capacities, to sign his or her name to any and
all amendments, including post-effective amendments, to this
Registration Statement, and to cause the same to be filed
with the Securities and Exchange Commission, granting unto
said attorneys and each of them full power and authority to
do and perform any act and thing necessary and proper to be
done in the premises, as fully and to all intents and
purposes as the undersigned could do if personally present,
and each of the undersigned for himself or herself hereby
ratifies and confirms all that said attorneys or any one of
them shall 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 below by
the following persons in the capacities indicated on October
5, 2000.
Signature Title
/S/ ALAN J. NOIA Chairman, President, Chief
(Alan J. Noia) Executive
Officer and Director
(principal executive officer)
/S/ MICHAEL P. MORRELL Senior Vice President,
(Michael P. Morrell) Finance
(principal financial officer)
/S/ THOMAS J. KLOC Vice President and Controller
(Thomas J. Kloc) (principal accounting
officer)
/S/ ELEANOR BAUM Director
(Eleanor Baum)
/S/ WILLIAM L. BENNETT Director
(William L. Bennett)
Director
(Lewis B. Campbell)
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/S/ WENDELL F. HOLLAND Director
(Wendell F. Holland)
/S/ PHILLIP E. LINT Director
(Phillip E. Lint)
/S/ FRANK A. METZ, JR. Director
(Frank A. Metz, Jr.)
/S/ STEVEN H. RICE Director
(Steven H. Rice)
/S/ GUNNAR E. SARSTEN Director
(Gunnar E. Sarsten)
II-4
INDEX TO EXHIBITS
Exhibits Sequential
page number
4(a)(i) Charter of the Company, as amended,
September 16, 1997.*
4(a)(ii) Articles Supplementary dated July 15,
1999 and filed July 20, 1999.**
4(b) By-laws of the Company.***
4(c) Stockbroker Protection Rights
Agreement, dated as of March 2, 2000,
between Allegheny Energy, Inc. and
ChaseMellon Shareholder Services
L.L.C., as Rights Agent.****
5 Opinion and consent of Sullivan &
Cromwell.
23(a) Consent of Independent Accountants,
PricewaterhouseCoopers LLP.
23(b) Consent of Sullivan & Cromwell
(included in their opinion filed as
Exhibit 5).
24 Power of Attorney. (Contained in the
"Signatures" page hereof.)
____________________
* Incorporated by reference from Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1997 (file No. 1-267).
** Incorporated by reference to the Company's Report on
Form 8-K dated July 20, 1999 (File No. 1-267).
*** Incorporated by reference from Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1999 (File No. 1-267).
**** Incorporated by reference from Exhibit 4 to the
Company's Report on Form 8-K filed March 6, 2000 (File No. 1-267).
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