SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM U-1
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, Esquire
Vice President
Allegheny Power Service Corporation
12 East 49th Street
New York, NY 10017
(Name and address of agent for service)
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1. Applicants hereby add the following Exhibits to Item 6.
Exhibits and Financial Statements.
(a) Exhibits
D-7 Order of the Public Utilities Commission
of Ohio.
D-9 Order of the Virginia State Corporation
Commission.
D-10 Order of the West Virginia Public Service
Commission.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company
Act of 1935, the undersigned Applicants have duly caused this statement to be
signed on their behalf by the undersigned thereunto duly authorized.
MONONGAHELA POWER COMPANY
THE POTOMAC EDISON COMPANY
WEST PENN POWER COMPANY
By NANCY H. GORMLEY
Nancy H. Gormley
Counsel
Dated: May 25, 1994
Exhibit D-7
BEFORE THE PUBLIC UTILITIES COMMISSION OF OHIO
In the Matter of the Application of )
MONONGAHELA POWER COMPANY for the )
Consent and Approval to Enter into a )
Multi-Year Credit Agreement and to )
Issue Evidences of Indebtedness )
Thereunder to Provide a Readily ) Case No. 93-1845-EL-AIS
Available Source of Funds to Ensure )
the Completion of Facilities Required )
by the Clean Air Act Amendments of )
1990 and for Other General Corporate )
Purposes. )
FINDING AND ORDER
The Commission finds:
(1) Applicant, Monongahela Power Company, is a wholly owned
subsidiary of Allegheny Power System Inc. ("Allegheny
System"), is an an Ohio Corporation, and a public utility as
defined in Section 4905.02, Revised Code, and is subject to
the jurisdiction of this Commission.
(2) This Application complies with the provisions of Sections
4905.40 and 4905.41, Revised Code.
(3) Applicant proposes to enter into the Multi-Year Competitive
Advance and Revolving Credit Facility Agreement (the
"Agreement"), with The Chemical Bank and The Bank of New
York, New York. Under the terms of the Agreement, Applicant
along with the Potomac Edison Company (the "Potomac"), and
the West Penn Power Company (the "West Penn"), the wholly
owned subsidiaries (the "Subsidiaries") of Allegheny System,
will have the ability to borrow from the Banks, on a standby
revolving credit basis, from time to time, through December
31, 1998, an amount not to exceed $300 million outstanding
at any one time, all pursuant to the terms and conditions as
set forth in the Application and Exhibits. Under the terms
of the Agreement, Applicant will have the ability to borrow
up to $81 million.
(4) The proceeds from the Agreement will be used for the
completion of Applicant's facilities required by the Clean
Air Act Amendments of 1990 and for other general corporate
purposes.
(5) The Agreement will permit Applicant to have in place a
readily available source of funds to complete its
construction program. The Agreement is flexible and will be
used as a backup to the regular public financing and as a
supplement to Applicant's short-term financing. The
borrowings by Applicant and the Subsidiaries may be either
<PAGE>
standby loans or competitive loans, as described in the
Application and Exhibits.
(6) Under the terms of the Agreement, Applicant, along with the
Subsidiaries, are required to grant and maintain a security
interest in the outstanding stock of their wholly-owned
subsidiary, Allegheny Generating Company ("AGC"). The
security interest in the pledged securities will secure the
performance and/or payment of Applicant's and the
Subsidiaries' obligations under the Agreement, as described
in the Application and Exhibits.
(7) The proposed guidelines or parameters set forth in the
Application and the Exhibits are intended to facilitate the
consummation of the Agreement on the best terms and the
lowest cost. The authorization to enter into the Agreement
within the guidelines set forth in the Application and the
Exhibits in no way relieves the Applicant of its obligation
to negotiate and obtain the best terms available.
(8) The maximum amount of the borrowings is just and reasonable,
and the probable cost, price to the Applicant, and the
respective terms do not appear to be unjust or unreasonable.
(9) The effect on Applicant's revenue requirements resulting
from the borrowings can be determined only in rate case
proceedings in which all factors affecting rates are taken
into account according to law.
(10) Based on the information contained in the Application and
Exhibits thereto, the proposed Agreement appears to be
reasonably required for the Applicant's lawful capital
purposes and the Commission is satisfied that the consent
and authority should be granted.
It is, therefore,
ORDERED, That the Applicant is authorized to enter into a Multi-Year
Advance and Revolving Credit Facility Agreement, along with other subsidiaries
of Allegheny System, with The Chemical Bank and The Bank of New York, New
York, to borrow on a standby revolving credit basis, from time to time,
through December 31, 1998, an amount not to exceed $81 million, outstanding at
any one time, all pursuant to the terms and conditions as set forth in the
Application and Exhibits. It is, further,
ORDERED, That the proceeds from the Agreement shall be used for the
purposes set forth in this Order and otherwise pursuant to the provisions of
Section 4905.40, Revised Code. It is, further,
<PAGE>
ORDERED, That after any amount authorized by this Order is borrowed,
Applicant shall report to this Commission the terms and full particulars
regarding such borrowings. It is, further,
ORDERED, That Applicant shall account for the amounts borrowed under the
Agreement as prescribed by the Federal Energy and Regulatory Commission
Uniform System of Accounts as currently in effect. It is, further,
ORDERED, That nothing in this Order shall be construed to imply any
guaranty or obligation as to the Agreement, or the associated interest
thereon, on the part of the State of Ohio. It is, further,
ORDERED, That nothing in this Order shall be construed to imply any
guaranty, or obligation by the Commission to assure completion of any specific
projects of the Applicant. It is, further,
ORDERED, That nothing in this Order shall be deemed to be binding upon
this Commission in any future proceedings or investigation involving the
justness or reasonableness of any rate, charge, rule or regulation. It is,
further,
ORDERED, That a copy of this Order be served upon all parties of record.
THE PUBLIC UTILITIES COMMISSION OF OHIO
CRAIG A. GLAZER
Craig A. Glazer, Chairman
J. MICHAEL BIDDISON JOLYNN BARRY BUTLER
J. Michael Biddison Jolynn Barry Butler
RICHARD M. FANELLY DAVID W. JOHNSON
Richard M. Fanelly David W. Johnson
AKA:jr
Entered in the journal
DEC 23 1993
A True Copy
GARY E. VIGORITO
Gary E. Vigorito
Secretary
Exhibit D-9
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
AT RICHMOND, DECEMBER 13, 1993
APPLICATION OF
THE POTOMAC EDISON
CASE NO. PUF930053
For authority to make borrowings under the
terms of a multi-year credit agreement
ORDER GRANTING AUTHORITY
On October 25, 1993, The Potomac Edison Company ("Applicant" or
"Potomac") filed an application under Chapters 3, 4, and 5 of Title 56 of the
Code of Virginia requesting authority to enter into and make borrowings under
a Competitive Advance and Revolving Credit Facility Agreement (the
"Agreement") from the date of this order through December 31, 1997. Applicant
also requests authority to pledge as security for such borrowings the stock it
owns in its subsidiary, Allegheny Generating Company ("AGC"). Applicant paid
the requisite fee of $250.
Applicant proposes to enter into the Agreement along with Monongahela
Power and West Penn Power for up to a maximum credit limit of $300 000 000
with several New York banks. Potomac, Monongahela Power and West Penn
Power are wholly owned subsidiaries of Allegheny Power System, Inc.
Potomac's portion of the total amount is $84 000 000. Interest rates on loans
will be determined at the time of issue and will be market based. The proceeds
of the borrowing will be used to finance ongoing construction program,
acquisition of property, and improvement or maintenance of Applicant's electric
system. The Agreement may be used as a supplement to or in lieu of public
financing and short-term debt programs for which Applicant currently has
authority from the Commission.
<PAGE>
THE COMMISSION, upon consideration of the application and having
been advised by its Staff, is of the opinion and finds that approval of the
application will not be detrimental to the public interest. Accordingly,
IT IS ORDERED:
1) That Applicant is authorized to enter into the Competitive Advance
and Revolving Credit Facility Agreement, together with its affiliates, for up to
a maximum aggregate principal of $300 000 000 at any one time, from the date
of this order through December 13, 1997, and that Applicant is authorized to
make borrowings under the Agreement up to a maximum of $84 000 000, under
the terms and conditions and for the purposes set forth in the application;
2) That Applicant is authorized to pledge as security for borrowings
under the Agreement its ownership of stock in its subsidiary, Allegheny
Generating Company, under the terms and conditions and for the purposes set
forth in the application;
3) That approval of the application does not preclude the
Commission from applying the provisions of SS 56-78 and 56-80 of the Code
of Virginia;
4) That the Commission reserves the right to examine the books and
records of any affiliate, whether such affiliate is regulated by this
Commission, in connection with the authority granted herein, pursuant to
S 56-79 of the Code of Virginia;
<PAGE>
5) That approval of the application shall have no implications for
ratemaking purposes;
6) That within 15 days of the execution of the Agreement, Applicant
shall file a preliminary report of action stating the date of execution of the
Agreement and preliminary list of lenders participating in the Agreement;
7) That after the first borrowing made under the Agreement,
Applicant shall file a semi-annual report of action within 30 days of the end of
the second and fourth calendar quarters to include the beginning outstanding
balance, the total amount of new issuances and repayments during the quarter,
a list describing any permanent debt instruments issued to reduce outstanding
balances, the average balance and average effective rate during each month,
and the maximum daily outstanding during each month;
8) That Applicant shall file a Final Report of Action on or before
February 28, 1998, including the same information required by ordering
paragraph (7); and
9) That this matter shall be continued, subject to the continuing
review, audit and appropriate directive of the Commission.
AN ATTESTED COPY hereof shall be sent to Applicant care Philip J.
Bray, Esquire, The Potomac Edison Company, 10435 Downsville Pike,
Hagerstown, MD 21740-1766, and to the Division of Economics & Finance of
the Commission.
A True Copy
Teste: WILLIAM J. BRIDGE
Clerk of the
State Corporation Commission
Exhibit D-10
PUBLIC SERVICE COMMISSION
OF WEST VIRGINIA
CHARLESTON
At a session of the PUBLIC SERVICE COMMISSION OF WEST VIRGINIA in
the City of Charleston on the 21st day of December, 1993.
CASE NO. 93-1019-E-PC
MONONGAHELA POWER COMPANY and
THE POTOMAC EDISON COMPANY
Petition for consent and approval to
create a first lien or grant a security
interest in Allegheny Generating Company
common stock to secure participation in
a multi-year Credit Agreement to provide
a readily available source of funds for
the Harrison Power Station scrubbers and
other corporate purposes.
COMMISSION ORDER
On November 8, 1993, Monongahela Power Company (Mon Power) and The
Potomac Edison Company (Potomac Edison) filed a petition for consent and
approval to create a first lien or grant a security interest in Allegheny
Generating Company (Allegheny) common stock to secure participation in a
multi-year Credit Agreement to provide a readily available source of funds to
ensure the completion of facilities required under the Clean Air Act Amendment
of 1990 and for other general corporate purposes.
According to Mon Power and Potomac Edison, the proposed
transaction involves the creation of a multi-year credit program for Mon
Power, Potomac Edison, and West Penn Power Company (hereinafter Companies),
whereby the Companies propose to enter into a $300 million Competitive Advance
and Revolving Credit Facility Agreement (Agreement) with Chemical Bank and The
Bank of New York as co-agents and certain lenders.
On December 9, 1993, Commission Staff (Staff) filed a final joint
memorandum recommending that the Commission consent to Mon Power and Potomac
Edison entering into the Agreement without approving the terms and conditions
thereof.
DISCUSSION AND CONCLUSION OF LAW
Pursuant to West Virginia Code {24-2-12, the Commission has
reviewed the Agreement herein and finds that neither party thereto is given an
undue advantage over the other. Accordingly, the Commission shall consent to
Mon Power and Potomac Edison entering into the Agreement herein without
approving the terms and conditions thereof.
<PAGE>
ORDER
IT IS, THEREFORE, ORDERED that the petition filed by Monongahela
Power Company and The Potomac Edison Company for consent to enter into the
multi-year Credit Agreement be, and is hereby, granted.
IT IS FURTHER ORDERED that in permitting Monongahela Power Company
and The Potomac Edison Company to enter into the Credit Agreement herein, the
Commission is not approving the terms and conditions thereof.
IT IS FURTHER ORDERED that the Commission's Executive Secretary
serve a copy of this order upon all parties of record by United States First
Class Mail and upon Commission Staff by hand delivery.
A True Copy, Teste:
HOWARD M. CUNNINGHAM
Howard M. Cunningham
Executive Secretary
