File No. 70-6179
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 6
TO
APPLICATION OR DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Monongahela Power Company
1310 Fairmont Avenue
Fairmont, WV 26554
The Potomac Edison Company
10435 Downsville Pike
Hagerstown, MD 21740-1766
West Penn Power Company
800 Cabin Hill Drive
Greensburg, PA 15601
(Name of company or companies filing this statement and addresses
of principal executive offices)
Allegheny Power System, Inc.
(Name of top registered holding company parent of each applicant
or declarant)
Nancy H. Gormley, Esq.
Allegheny Power System, Inc.
12 East 49th Street
New York, NY 10017
(Name and address of agent for service)
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The undersigned Applicants hereby amend their
Application or Declaration as previously amended as follows:
1. By deleting the last seven paragraphs of Item 1.
Description of Proposed Transactions, and adding the following
material in place thereof:
The County Commission of Pleasants County, West
Virginia (the "County Commission") proposes to issue $77,500,000
aggregate principal amount in three new series of long-term bonds
(each series to be designated as "Series C Bonds", collectively
hereinafter referred to as the "Series C Bonds"), the proceeds of
which will be used to refund the County Commission's Series B
Pollution Control Revenue Bonds currently outstanding as follows:
(i) $11,500,000 principal amount of Pollution Control Revenue
Bonds 6.95% (West Penn Power Company Pleasants Power Station
Project), 1978 Series B; (ii) $20,000,000 principal amount of
Pollution Control Revenue Bonds 7.00% (West Penn Power Company
Pleasants Power Station Project), 1978 Series B; (iii) $21,000,000
principal amount of Pollution Control Revenue Bonds 7.30% (The
Potomac Edison Company Pleasants Power Station Project), 1978
Series B; and (iv) $25,000,000 principal amount of Pollution
Control Revenue Bonds 7.75% (Monongahela Power Company Pleasants
Power Station Project), 1979 Series B (collectively, the "Series B
Bonds").
<PAGE>
Monongahela Power Company ("Monongahela"), The Potomac
Edison Company ("Potomac Edison") and West Penn Power Company
("West Penn") (collectively, the "Companies") request authority
until December 31, 1995 to enter into the proposed transaction and
to issue new promissory notes which will be substituted for and
replace the promissory notes presently outstanding. The presently
outstanding notes will be canceled. The Series C Bonds will be
issued under a supplemental trust indenture with a corporate
trustee, approved by the Companies, and sold at such time, at such
interest rate and for such price as shall be approved by the
Companies. However, the interest rate for each series of Series C
Bonds will not exceed the interest rate of the corresponding
series of Series B Bonds presently outstanding. The timing of the
financing will depend upon a subjective determination by the
Companies of market conditions. The Series C Bonds will mature no
later than the year 2020.
The Companies also request an exception from the
competitive bidding requirements of Rule 50 for this transaction,
as compliance is not necessary or appropriate for the protection
of investors or consumers.
Each Company will deliver concurrently with the
issuance of the Series C Bonds, its non-negotiable Pollution
Control Note (collectively, the "Notes") corresponding to such
series of Bonds in respect of principal amount, interest rate and
redemption provisions (which may include a special right of the
holder to require the redemption or repurchase of the Bond at
stated intervals) and having installments of principal
corresponding to any mandatory sinking fund payments and stated
maturities. The Notes will be secured by a second lien on the
Facilities and certain other properties, pursuant to the Deed of
Trust and Security Agreement dated November 1, 1977, as
supplemented by a First Supplement thereto dated August 1, 1978 as
to West Penn and Potomac Edison and a First Supplemental thereto
dated February 1, 1979 as to Monongahela, delivered by the
Companies to the trustee creating a mortgage and security interest
in the Facilities and certain other property (subject to the lien
securing each Company's first mortgage bonds). Payment on the
Notes will be made to the Trustee under the Second Supplemental
Indentures described below, copies of which are attached as
Exhibit G-1-C, and shall be applied by the Trustee to pay the
maturing principal and redemption price of and interest and other
costs on the Series C Bonds as the same become due. Each Company
also proposes to pay any trustees' fees or other expenses incurred
by the County Commission.
It is expected that the County Commission will engage
an underwriter or underwriters to provide financial advice and
underwrite the sale of the Series C Bonds. Fees, commissions and
expenses of the underwriters and legal counsel in connection with
the proposed transaction will be filed by amendment. The
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Companies have been informed that the County Commission has legal
authority to issue tax exempt revenue bonds in accordance with the
proposed documents and the Companies understand that legal
opinions to that effect will be delivered to appropriate parties
at, or prior to, the closing date. The Series C Bonds will be in
registered form and will bear interest semi-annually at rates to
be determined. The Series C Bonds will be issued pursuant to
supplemental indentures which will provide for redemption, no-call
and other appropriate provisions to be determined. The
supplemental indentures will also provide that all of the proceeds
from the sale of the Series C Bonds by the County Commission must
be applied to the cost of the Facilities, including the cost of
refunding the Series B Bonds.
The Series C Bonds will be secured by the Notes and
will be supported by various covenants of each Company contained
in the original Pollution Control Financing Agreement dated as of
November 1, 1977, (the "Agreement") copies of which have
previously been filed as Exhibit G-2. A copy of the form of
Indenture has previously been filed as Exhibit G-1(A), copies of
the First Supplemental Indentures have previously been filed as
Exhibit G-1(B), and a copy of the form of the Second Supplemental
Indentures will be filed as Exhibit G-1(C).
<PAGE>
Applicants desire to consummate the proposed
transactions and refund the Series B Bonds to provide the lowest
cost of permanent financing for non-revenue-producing pollution
control equipment which the Companies have been required to
install to meet environmental standards. The Companies have been
advised that the annual interest rate on tax exempt bonds has been
approximately 1% to 3% lower than the interest rate on taxable
obligations of comparable quality, depending upon the type to be
sold by the County Commission.
2. Applicants hereby amend Item 3. Applicable Statutory
Provisions, and replace it with the following:
The Companies are informed by counsel that the
proposed transactions may be subject to Sections 6(a),
7, 9(a), 10 and 12(c) of the Public Utility Holding
Company Act of 1935 and Rule 50(a)(5) thereunder.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned companies have duly caused
this statement to be signed on their behalf by the undersigned
thereunto duly authorized.
MONONGAHELA POWER COMPANY
By NANCY H. GORMLEY
Nancy H. Gormley
Counsel
THE POTOMAC EDISON COMPANY
By NANCY H. GORMLEY
Nancy H. Gormley
Counsel
WEST PENN POWER COMPANY
By NANCY H. GORMLEY
Nancy H. Gormley
Counsel
Dated: March 18, 1994
