SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 11, 1994
MONONGAHELA POWER COMPANY
(Exact name of registrant as specified in its charter)
Ohio 1-5164 13-5229392
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
1310 Fairmont Avenue
Fairmont, West Virginia 26554
(Address of principal executive offices)
Registrant's telephone number,
including area code: (304) 366-3000
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Item 5. Other Events.
Exhibit 12.1 to this Report listed in Item 7 below relates to the
Registrant's Registration Statement on Form S-3, Registration No. 33-51301.
Item 7.
3.1 Amendment to Charter.
12.1 Statement re computation of ratios.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned thereunto duly authorized.
MONONGAHELA POWER COMPANY
Dated: May 12, 1994 By: NANCY H. GORMLEY
Name: Nancy H. Gormley
Title: Vice President
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE CHARTER OF
MONONGAHELA POWER COMPANY
B. H. Hayes, President, and C. S. Mullett, Secretary, of Monongahela
Power Company, an Ohio Corporation (the Corporation), do hereby certify
that the following resolutions were adopted under authority of the actions
of the Board of Directors taken at the February 3, 1994 and April 28, 1994
meetings in accordance with Section 1701.70 of the Revised Code of Ohio:
RESOLVED, that the second paragraph of subdivision (1) of Section
1.5 of the Charter of the Corporation is hereby amended in its entirety to
read as follows:
"90,000 shares of the Cumulative Preferred Stock shall
be a series of said Cumulative Preferred Stock designated as
the 4.40% Cumulative Preferred Stock; 40,000 shares of the
Cumulative Preferred Stock shall be a series of the Cumulative
Preferred Stock designated as the 4.80% Cumulative Preferred
Stock, Series B; 60,000 shares of the Cumulative Preferred
Stock shall be a series of the Cumulative Preferred Stock
designated as the 4.50% Cumulative Preferred Stock, Series C;
50,000 shares of the Cumulative Preferred Stock shall be a
series of the Cumulative Preferred Stock designated as the
$6.28 Cumulative Preferred Stock, Series D; 50,000 shares of
the Cumulative Preferred Stock shall be a series of the
Cumulative Preferred Stock designated as the $7.36 Cumulative
Preferred Stock, Series E; 50,000 shares of the Cumulative
Preferred Stock shall be a series of the Cumulative Preferred
Stock designated as the $8.80 Cumulative Preferred Stock,
Series G; 50,000 shares of the Cumulative Preferred Stock
shall be a series of the Cumulative Preferred Stock designated
as the $7.92 Cumulative Preferred Stock, Series H; 100,000
shares of the Cumulative Preferred Stock shall be a series of
the Cumulative Preferred Stock designated as the $7.92
Cumulative Preferred Stock, Series I; 150,000 shares of the
Cumulative Preferred Stock shall be a series of the Cumulative
Preferred Stock designated as the $8.60 Cumulative Preferred
Stock, Series J; 500,000 shares of the Cumulative Preferred
Stock shall be a series of the Cumulative Preferred Stock
designated as the $7.73 Cumulative Preferred Stock, Series L."
AND FURTHER RESOLVED, that Section 1.5 of the Charter of the
Corporation is hereby amended to add the following additional paragraph H
to subdivision (4):
"H. The following is a statement of the powers,
preferences and rights of the $7.73 Cumulative Preferred
Stock, Series L, to the extent not set forth elsewhere herein:
(a) The annual rate of dividends payable on shares of such
series shall be $7.73, and the date from which dividends shall
be cumulative on all shares of such series issued prior to the
record date for the first dividend on shares of such series
shall be May 11, 1994.
(b) Before August 1, 2004, no shares of such series may be
redeemed directly or indirectly. On and after such date, the
Corporation may redeem the shares of such series, as a whole
or in part, at any time or from time to time, at the par value
thereof;
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(c) The amount payable on shares of such series in the event
of any voluntary liquidation, dissolution or winding up of the
affairs of the Corporation and the amount payable on shares of
such series in the event of any involuntary liquidation,
dissolution, or winding up of the affairs of the Corporation
shall be the par value thereof;
(d) The holders of shares of such series shall not have the
right to convert such shares into shares of the stock of the
Corporation of any class or of any series of any class; and
(e) The shares of such series shall not have any powers,
preferences and rights other than as set forth in the Charter
of the Corporation."
IN WITNESS WHEREOF, B. H. Hayes, President, and C. S. Mullett,
Secretary, of Monongahela Power Company, acting for and on behalf of the
Corporation, have hereunto subscribed their names and caused the seal of
the Corporation to be affixed this 4th day of May, of 1994.
MONONGAHELA POWER COMPANY
By: B. H. HAYES
B. H. Hayes
President
[CORPORATE SEAL]
By: C. S. MULLETT
C. S. Mullett
Secretary
Exhibit 12.1
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MONONGAHELA POWER COMPANY
COMPUTATION IN SUPPORT OF RATIO OF EARNINGS TO FIXED CHARGES
AND PREFERRED STOCK DIVIDEND REQUIREMENTS
12 Months Years Ended December 31,
Ended
3/31/94 1993 1992 1991 1990 1989
Earnings:
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Net income $61,027 $61,698 $58,344 $54,089 $54,949 $55,445
Fixed charges:
Interest on long-term debt 35,404 35,555 34,241 30,918 30,575 31,472
Other interest 2,517 2,033 1,772 2,576 2,689 1,072
Estimated interest component
of rentals 666 672 715 847 1,164 1,462
Total fixed charges 38,587 38,260 36,728 34,341 34,428 34,006
Income taxes 34,759 33,662 28,177 31,368 31,235 20,470
Total earnings $134,373 $133,620 $123,249 $119,798 $120,612 $109,921
Net income $61,027 $61,698 $58,344 $54,089 $54,949 $55,445
Add-Income taxes 34,759 33,662 28,177 31,368 31,235 20,470
Income before taxes on income $95,786 $95,360 $86,521 $85,457 $86,184 $75,915
Effective income tax rate (1) 0.3629 0.3530 0.3257 0.3671 0.3624 0.2696
Inverse of effective income tax rate 0.6371 0.6470 0.6743 0.6329 0.6376 0.7304
Preferred dividends not deductible for
federal income tax purposes $4,340 $4,340 $4,724 $4,819 $4,819 $4,819
Earnings requirement before income
taxes, necessary to meet non-
deductible preferred stock
dividends (2) $6,812 $6,708 $7,006 $7,614 $7,558 $6,598
Preferred dividends deductible for
federal income tax purposes 118 118 121 121 121 121
Fixed charges 38,587 38,260 36,728 34,341 34,428 34,006
Fixed charges and preferred stock
dividend requirements $45,517 $45,086 $43,855 $42,076 $42,107 $40,725
Ratio of total earnings to fixed charges
and preferred stock dividend
requirements 2.95 2.96 2.81 2.85 2.86 2.70
(1) Income taxes divided by income before taxes on income.
(2) Preferred dividends charged to retained earnings during period divided by the inverse of
effective income tax rate.
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