SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
MONONGAHELA POWER COMPANY
(exact name of registrant as specified in its charter)
OHIO 13-5229392
(State of incorporation or organization) (I.R.S. employer
identification no.)
1310 Fairmont Avenue
Fairmont, West Virginia 26554
(Address of principal executive office) (Zip code)
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A(c)(1), please
check the following box. [X]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933 pursuant to
General Instruction A(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each Exchange on
Title of each class to which each class is to be
be so registered registered
Junior Subordinated Deferrable The New York Stock Exchange, Inc.
Debentures, Series A
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Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
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ITEM 1. Description of Registrant's Securities to be Registered
The description of the Registrant's Junior Subordinated Deferrable
Debentures, Series A (the "Securities") to be registered hereunder is
incorporated by reference from the description of such Securities contained
under the captions "DESCRIPTION OF THE SERIES A JUNIOR SUBORDINATED
DEBENTURES" in the preliminary Prospectus Supplement, dated June 9, 1995,
filed with the Securities and Exchange Commission (the "Commission") on
June 12, 1995, pursuant to Rule 424(b) under the Securities Act of 1933 and
"DESCRIPTION OF DEBT SECURITIES" in the Prospectus contained in the
Registrant's Registration Statement and Form S-3 (No. 33-59131) filed with the
Securities and Exchange Commission (the "Commission") on May 5, 1995.
ITEM 2. Exhibits
Exhibit
Number Description
1. Form of Indenture, to be dated as of May 15, 1995, between
the Company and The Bank of New York. (Incorporated by
reference to Exhibit No. 4(a) to the Registrant's
Registration Statement on Form S-3 (File No. 33-59131)).
2. Form of Security.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
MONONGAHELA POWER COMPANY
Dated: June 15, 1995
By: N. H. GORMLEY
Name: N. H. Gormley
Title: Vice President
[This Security is a Global Security within the meaning of the
Indenture hereinafter referred to and is registered in the name of
a Depositary or a nominee thereof. This Security may not be
exchanged in whole or in part for a Security registered, and no
transfer of this Security in whole or in part may be registered, in
the name of any Person other than such Depositary or a nominee
thereof, except in the limited circumstances described in the
Indenture.]
[Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to the issuer or its agent for registration of
transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.]
MONONGAHELA POWER COMPANY
Junior Subordinated Deferrable Interest Debentures, Series A
$
No.
CUSIP No.
MONONGAHELA POWER COMPANY, a corporation duly organized and
existing under the laws of Ohio (herein called the Company, which
term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to ,
or registered assigns, the principal sum of Million
Dollars ($ ) on June 30, 2025, and to pay interest thereon
from June , 1995 or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, quarterly on
March 31, June 30, September 30 and December 31 in each year,
commencing June 30, 1995, at the rate of % per annum, until the
principal hereof is paid or made available for payment. The interest
so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture, be paid
to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest, which shall be the
Business Day next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and
may either be paid to the Person in whose name this Security (or one
or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given
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to Holders of Securities of this series not less than 10 days prior
to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be
listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.
Payment of the principal of (and premium, if any) and interest
on this Security will be made at the office or agency of the Company
maintained for that purpose in New York, New York, in such coin or
currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts; provided,
however, that at the option of the Company payment of interest may
be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register.
The Company shall have the right at any time during the term of
the Securities to extend the interest payment period of the
Securities from time to time to a period not exceeding 20
consecutive quarters (the "Extension Period"), at the end of which
Extension Period the Company shall pay all interest then accrued and
unpaid (together with interest thereon at the rate specified for the
Securities to the extent permitted by applicable law); provided,
that, during any such Extension Period, the Company shall not
declare or pay any dividend on, or redeem, purchase, acquire or make
a liquidation payment with respect to, any of its capital stock or
make any guarantee payments with respect to the foregoing. Prior to
the termination of any such Extension Period, the Company may
further extend the interest payment period, provided that such
Extension Period, together with all such previous and further
extensions thereof, may not exceed 20 consecutive quarters or extend
beyond the maturity of the Securities. Upon the termination of any
Extension Period and the payment of all amounts then due, the
Company may select a new Extension Period.
Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions
shall for all purposes have the same effect as if set forth at this
place.
Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual
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signature, this Security shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.
In Witness Whereof, the Company has caused this instrument to be
duly executed under its corporate seal.
Dated: June , 1995
MONONGAHELA POWER COMPANY
By...................................................
Attest:
.........................................
Trustee's Certificate of Authentication.
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK,
As Trustee
By.........................................
Authorized Signatory
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[Reverse of Security]
This Security is one of a duly authorized issue of securities of
the Company (herein called the Securities), issued and to be issued
in one or more series under an Indenture, dated as of May 15, 1995
(herein called the Indenture, which term shall have the meaning
assigned to it in such instrument), between the Company and The Bank
of New York, as Trustee (herein called the Trustee, which term
includes any successor trustee under the Indenture), and reference
is hereby made to the Indenture for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee, the holders of Senior Debt and the Holders
of the Securities and of the terms upon which the Securities are,
and are to be, authenticated and delivered. This Security is one of
the series designated on the face hereof, limited in aggregate
principal amount to $ .
The Securities of this series are subject to redemption upon not
less than 30 days' notice by mail, at any time on or after
, 2000, as a whole or in part, at the election of
the Company, at a Redemption Price equal to 100% of their principal
amount, together in the case of any such redemption with accrued
interest to the Redemption Date, but interest installments whose
Stated Maturity is on or prior to such Redemption Date will be
payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.
In the event of redemption of this Security in part only, a new
Security or Securities of this series and of like tenor for the
unredeemed portion hereof will be issued in the name of the Holder
hereof upon the cancellation hereof.
The indebtedness evidenced by this Security is, to the extent
provided in the Indenture, subordinated and subject in right of
payment to the prior payment in full of all Senior Debt, and this
Security is issued subject to the provisions of the Indenture with
respect thereto. Each Holder of this Security, by accepting the
same, (a) agrees to and shall be bound by such provisions,
(b) authorizes and directs the Trustee on his behalf to take such
action as may be necessary or appropriate to acknowledge or
effectuate the subordination so provided and (c) appoints the
Trustee his attorney-in-fact for any and all such purposes. Each
Holder hereof, by his acceptance hereof, hereby waives all notice of
the acceptance of the subordination provisions contained herein and
in the Indenture by each holder of Senior Debt, whether now
outstanding or hereafter incurred, and waives reliance by each such
Holder upon said provisions.
The Indenture contains provisions for defeasance at any time of
the entire indebtedness of this Security or certain restrictive
covenants and Events of Default with respect to this Security, in
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each case upon compliance with certain conditions set forth in the
Indenture.
If an Event of Default with respect to Securities of this series
shall occur and be continuing, the principal of the Securities of
this series may be declared due and payable in the manner and with
the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights
and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any
time by the Company and the Trustee with the consent of the Holders
of a majority in principal amount of the Securities at the time
Outstanding of each series to be affected. The Indenture also
contains provisions permitting the Holders of specified percentages
in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such
series, to waive compliance by the Company with certain provisions
of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this
Security shall be conclusive and binding upon such Holder and upon
all future Holders of this Security and of any Security issued upon
the registration of transfer hereof or in exchange herefor or in
lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.
As provided in and subject to the provisions of the Indenture,
the Holder of this Security shall not have the right to institute
any proceeding with respect to the Indenture or for the appointment
of a receiver or trustee or for any other remedy thereunder, unless
such Holder shall have previously given the Trustee written notice
of a continuing Event of Default with respect to the Securities of
this series, the Holders of not less than 25% in principal amount of
the Securities of this series at the time Outstanding shall have
made written request to the Trustee to institute proceedings in
respect of such Event of Default as Trustee and offered the Trustee
reasonable indemnity, and the Trustee shall not have received from
the Holders of a majority in principal amount of Securities of this
series at the time Outstanding a direction inconsistent with such
request, and shall have failed to institute any such proceeding, for
60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by
the Holder of this Security for the enforcement of any payment of
principal hereof or any premium or interest hereon on or after the
respective due dates expressed herein.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of
the Company, which is absolute and unconditional, to pay the
principal of and any premium and interest on this Security at the
<PAGE>
times, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in
the Security Register, upon surrender of this Security for
registration of transfer at the office or agency of the Company in
any place where the principal of and any premium and interest on
this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company
and the Security Registrar duly executed by, the Holder hereof or
his attorney duly authorized in writing, and thereupon one or more
new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered
form without coupons in denominations of $25 and any integral
multiple thereof. As provided in the Indenture and subject to
certain limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of
this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in
connection therewith.
Interest on the Security shall be computed on the basis of a
360-day year of twelve 30-day months.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or
the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, whether or not this
Security be overdue, and neither the Company, the Trustee nor any
such agent shall be affected by notice to the contrary.
This Security shall be governed by and construed in accordance
with the laws of the State of New York, without regard to conflicts
of laws principles.
All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
