SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): May 23, 1995
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
<PAGE>
Item 5. Other Events.
The Exhibits to this Report listed in Item 7 below relate to the
Registration Statements on Form S-3, No. 33-51301.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
4(a) Seventy-third Supplemental Indenture, dated as of May 1, 1995,
Supplemental to First Mortgage, dated as of August 1, 1945.
12(a) 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 23, 1995 By: THOMAS C. SHEPPARD, JR.
Name: Thomas C. Sheppard, Jr.
Title: Assistant Secretary
<PAGE>
EXHIBIT INDEX
Item No. 1 4(a) Seventy-third Supplemental Indenture, dated as
of May 1, 1995, Supplemental to First Mortgage,
dated as of August 1, 1945.
Item No. 2 12(a) Statement re computation of ratios.
MONONGAHELA POWER COMPANY
TO
CITIBANK, N.A.,
Trustee
SEVENTY-THIRD SUPPLEMENTAL INDENTURE
Dated as of May 1, 1995
First Mortgage Bonds
7-5/8% Series Due 2025
<PAGE>
SEVENTY-THIRD SUPPLEMENTAL INDENTURE, dated as of May 1, 1995, between
MONONGAHELA POWER COMPANY, a corporation organized and existing under the
laws of the State of Ohio (hereinafter called the "Company"), party of the
first part, and CITIBANK, N.A. (formerly First National City Bank, into
which First National City Trust Company, formerly City Bank Farmers Trust
Company, was merged on January 15, 1963, and which has succeeded to First
National City Trust Company, as Trustee under the Indenture hereinafter
referred to), a national banking association incorporated and existing
under the laws of the United States of America (hereinafter called the
"Trustee"), as Trustee under the Indenture dated as of August 1, 1945,
hereinafter mentioned, party of the second part;
Monongahela Power Company, a West Virginia corporation and a
predecessor of the Company, has heretofore executed and delivered to the
City Bank Farmers Trust Company its Indenture (hereinafter sometimes
called the "Original Indenture"), dated as of August 1, 1945, which
Indenture has been supplemented by indentures supplemental thereto,
numbered First through Seventy-Second, respectively.
First Mortgage Bonds are presently outstanding under the Original
Indenture, as heretofore supplemented, as follows:
Principal
Series Amount
5-1/2% Series Due 1996. . . . . . . . . . .$18,000,000
6-1/2% Series Due 1997. . . . . . . . . . . 15,000,000
5-5/8% Series Due 2000. . . . . . . . . . . 65,000,000
7-3/8% Series Due 2002. . . . . . . . . . . 25,000,000
7-1/4% Series Due 2007. . . . . . . . . . . 25,000,000
8-7/8% Series Due 2019. . . . . . . . . . . 70,000,000
8-5/8% Series Due 2021. . . . . . . . . . . 50,000,000
8-1/2% Series Due 2022. . . . . . . . . . . 65,000,000
8-3/8% Series Due 2022. . . . . . . . . . . 40,000,000
Under the Original Indenture, as heretofore supplemented, any new
series of bonds may at any time be established by the Board of Directors
of the Company and certain terms and provisions thereof may be described
by an appropriate supplemental indenture.
Under the Original Indenture, as heretofore supplemented, the Company
and the Trustee may enter into a supplemental indenture for the purpose of
modifying any of the provisions of the Original Indenture, as previously
supplemented, provided such modification does not impair any of the rights
of the then holders of outstanding Bonds or of the Trustee.
The Company proposes to create under the Original Indenture, as
heretofore supplemented and as supplemented hereby, a new series of Bonds
to be designated First Mortgage Bonds, 7-5/8% Series Due 2025 (the "2025
Series").
All conditions and requirements necessary to authorize the execution,
delivery and recording of this Supplemental Indenture and to make it a
valid, binding and legal instrument have been met, performed and
fulfilled.
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
That, in consideration of the premises and of the mutual covenants
herein contained and of the acceptance of this trust by the Trustee and of
the sum of One Dollar duly paid by the Trustee to the Company at or before
the time of the execution of this Supplemental Indenture, and of other
valuable considerations, the receipt whereof is hereby acknowledged, it is
hereby covenanted, declared, and agreed by and between the parties hereto,
for the benefit of those who shall hold the bonds, or any of them, issued
or to be issued under the Indenture, as follows:
PART I
DESCRIPTION OF BONDS OF 2025 SERIES
SECTION 1. The Bonds of 2025 Series shall, subject to the provisions
<PAGE>
of Section 1 of Article II of the Original Indenture, be designated as
"First Mortgage Bonds, 7-5/8% Series Due 2025" of the Company and shall be
executed, authenticated and delivered in accordance with the provisions
of, and, except as hereinafter provided, shall in all respects be subject
to all of the terms, conditions and covenants of the Original Indenture as
supplemented. The signatures of the officers executing the Bonds of 2025
Series on behalf of the Company and attesting to the facsimile of its
corporate seal thereon may be facsimile.
The Bonds of 2025 Series shall be registered Bonds without coupons of
the denominations of $1,000 and any multiple of $1,000, appropriately
numbered. The Bonds of 2025 Series shall mature May 1, 2025, and shall
bear interest at the rate of 7-5/8% per annum, payable semi-annually on
the first day of May and the first day of November in each year (each such
May 1 and November 1 being hereinafter called an "interest payment date").
The Bonds of 2025 Series shall be payable as to principal and interest in
any coin or currency of the United States of America which at the time of
payment is legal tender for public and private debts, and shall be payable
(as well the interest as the principal thereof) at the agency of the
Company in the Borough of Manhattan, The City of New York.
The interest so payable on any interest payment date shall be paid to
the persons in whose names the Bonds of 2025 Series are registered at the
close of business on the last business day (hereinafter called "record
date") which is more than ten days prior to such interest payment date, a
"business day" being any day that is not a day on which banks in The City
of New York are authorized by law or executive order to close; except that
if the Company shall default in the payment of any interest due on such
interest payment date, such defaulted interest shall be paid to the
persons in whose names the Bonds of 2025 Series are registered on the date
of payment of such defaulted interest.
Except as provided hereinafter and in Section 10 of Article II of the
Original Indenture, every Bond of 2025 Series shall be dated as of the
date of its authentication and delivery or, if that is an interest payment
date, the next day, and shall bear interest from the interest payment date
next preceding its date or May 1, 1995, whichever is later.
Notwithstanding Section 6 of Article II of the Original Indenture and
except as provided in Section 10 of such Article II, any Bond of 2025
Series authenticated and delivered by the Trustees after the close of
business on the record date with respect to any interest payment date and
prior to such interest payment date shall be dated as of the date next
following such interest payment date and shall bear interest from such
interest payment date; except that if the Company shall default in the
payment of any interest due on such interest payment date, such Bond shall
bear interest from the next preceding interest payment date to which
interest has been paid or, if no interest has been paid on such Bond, from
May 1, 1995.
SECTION 2. The Bonds of 2025 Series and the Trustee's authentication
certificate shall be substantially in the following forms, respectively:
[FORM OF BOND]
MONONGAHELA POWER COMPANY
(Incorporated under the laws of the State of Ohio)
FIRST MORTGAGE BOND, 7-5/8% SERIES DUE 2025
No. R. ................ $........................
MONONGAHELA POWER COMPANY, a corporation organized and existing under
the laws of the State of Ohio (hereinafter called the "Company", which
term shall include any successor corporation as defined in the Indenture
hereinafter referred to), for value received, hereby promises to pay to
............ or registered assigns, on the first day of May 2025, the sum
<PAGE>
of........... dollars, in any coin or currency of the United States of
America which at the time of payment is legal tender for public and
private debts, and to pay interest thereon in like coin or currency from
May 1, 1995 or, if later, the first day of May or November next preceding
the date of this Bond at the rate of seven and five-eighths percent (7-
5/8%) per annum, payable semi-annually, on the first days of May and
November in each year, commencing November 1, 1995, until maturity, or, if
this Bond shall be duly called for redemption, until the redemption date,
or, if the Company shall default in the payment of the principal hereof,
until the Company's obligation with respect to the payment of such
principal shall be discharged as provided in the Indenture hereinafter
mentioned. The interest so payable on any May 1 or November 1 will,
subject to certain exceptions provided in such Indenture, be paid to the
person in whose name this Bond is registered at the close of business on
the last business day which is more than ten days prior to such May 1 or
November 1. Principal of and interest on this Bond are payable at the
agency of the Company in the Borough of Manhattan, The City of New York.
The provisions of this Bond are continued on the reverse hereof, and
such continued provisions shall for all purposes have the same effect as
though fully set forth at this place.
This Bond shall not be entitled to any benefit under the Indenture or
any indenture supplemental thereto, or become valid or obligatory for any
purpose, until Citibank, N.A., the Trustee under the Indenture, or a
successor trustee thereto under the Indenture, shall have signed the form
of certificate endorsed hereon.
IN WITNESS WHEREOF, Monongahela Power Company has caused a facsimile
of its corporate seal and the facsimile signatures of its duly authorized
officers to be hereto affixed.
Dated:
MONONGAHELA POWER COMPANY
By
President
[CORPORATE SEAL]
Attest:
Secretary
[FORM OF REVERSE OF BOND]
This Bond is one of a duly authorized issue of Bonds of the Company
(herein called the "Bonds"), unlimited in aggregate principal amount, of
the series hereinafter specified, all issued and to be issued under and
equally secured by an indenture, dated as of August 1, 1945, executed by
the Company to City Bank Farmers Trust Company, now Citibank, N.A. (herein
called the "Trustee") (said indenture being herein called the
"Indenture"), to which Indenture and all indentures supplemental thereto
(including the Seventy-third Supplemental Indenture hereinafter referred
to) reference is hereby made for a description of the properties mortgaged
and pledged, the nature and extent of the security, the rights of the
registered owners of the Bonds and of the Trustee in respect thereto, and
the terms and conditions upon which the Bonds are, and are to be, secured.
To the extent permitted by, and as provided in, the Indenture,
modifications or alterations of the Indenture, or of any indenture
supplemental thereto, and of the rights and obligations of the Company and
of the holders of the Bonds may be made with the consent of the Company by
an affirmative vote of not less than 75% in amount of the Bonds entitled
<PAGE>
to vote then outstanding, at a meeting of Bondholders called and held as
provided in the Indenture, and by an affirmative vote of not less than 75%
in amount of the Bonds of any series entitled to vote then outstanding and
affected by such modification or alteration, in case one or more but less
than all of the series of Bonds then outstanding under the Indenture are
so affected; provided, however, that no such modification or alteration
shall be made which will affect the terms of payment of the principal of,
or interest on, this Bond, which are unconditional. The Bonds may be
issued in series, for various principal sums, may mature at different
times, may bear interest at different rates and may otherwise vary as
provided in the Indenture. This Bond is one of a series designated as
"First Mortgage Bonds, 7-5/8% Series Due 2025" of the Company, issued
under and secured by the Indenture and all indentures supplemental thereto
and described in an indenture supplemental thereto (herein called the
"Seventy-third Supplemental Indenture"), dated as of May 1, 1995, executed
by the Company to the Trustee.
The Bonds of this Series are subject to redemption (i) at any time or
times upon application as provided in the Indenture, as supplemented, of
moneys included in the trust estate, at a Special Redemption Price of 100%
of the principal amount so redeemed, or (ii) on or after May 1, 2005, as
a whole or in part, at the applicable percentage of their principal amount
set forth below under "Regular Redemption Price" for the periods
indicated:
<TABLE>
<CAPTION>
If redeemed during Regular If redeemed during Regular
the 12-month period Redemption the 12-month period Redemption
beginning May 1, Price beginning May 1 Price
<C> <C> <C> <C>
2005................ 102.953% 2011................ 101.181%
2006................ 102.658 2012................ 100.886
2007................ 102.362 2013................ 100.591
2008................ 102.067 2014................ 100.295
2009................ 101.772 2015 and thereafter 100.000
2010................ 101.477
</TABLE>
together, in each case, with accrued interest to the redemption date; all
subject to the conditions and as more fully set forth in the Indenture and
the Seventy-third Supplemental Indenture and to the conditions that
redemptions of the Bonds of this Series during each 12-month period
beginning April 30 at the Special Redemption Price pursuant to the method
specified in (i) above may not exceed the greater of (a) 1% of the
aggregate principal amount ($700,000) of the Bonds of this Series
originally issued or (b) the lowest percentage so redeemed (zero, if none
are redeemed) of Bonds of any other series then redeemable during such
period relative to the respective aggregate principal amount of Bonds of
such series originally issued.
Notice of any such redemption shall be mailed by the Company, postage
prepaid, not less than thirty and no more than sixty days prior to the
date of redemption, to the owner of this Bond at such owner's address as
the same shall appear on the transfer register of the Company. Any notice
so mailed shall be conclusively presumed to have been duly given, whether
or not the owner receives it.
In case an event of default, as defined in the Indenture, shall occur,
the principal of all the Bonds at any such time outstanding under the
Indenture may be declared or may become due and payable, upon the
conditions and in the manner and with the effect provided in the
Indenture. The Indenture provides that such declaration may in certain
events be waived by the holders of a majority in principal amount of the
Bonds outstanding.
This Bond is transferable by the registered owner hereof, in person or
by duly authorized attorney, on the books of the Company to be kept for
that purpose at the agency of the Company in the Borough of Manhattan, The
City of New York, upon surrender and cancellation of this Bond and on
<PAGE>
presentation of a duly executed written instrument of transfer, and
thereupon a new Bond or Bonds of the same series, of the same aggregate
principal amount and in authorized denominations will be issued to the
transferee or transferees in exchange herefor; and this Bond, with or
without others of like series, may in like manner be exchanged for one or
more new Bonds of the same series of other authorized denominations but of
the same aggregate principal amount; all upon payment of the charges and
subject to the terms and conditions set forth in the Indenture.
No recourse shall be had for the payment of the principal of, or the
interest on, this Bond, or for any claim based hereon or on the Indenture
or any indenture supplemental thereto, against any incorporator, or
against any stockholder, director or officer, past, present or future, of
the Company, as such, or of any predecessor or successor corporation,
either directly or through the Company or any such predecessor or
successor corporation, whether for amounts unpaid on stock subscriptions
or by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all such liability,
whether at common law, in equity, by any constitution, statute or
otherwise, of incorporators, stockholders, directors or officers being
released by every owner hereof by the acceptance of this Bond and as part
of the consideration for the issue hereof, and being likewise released by
the terms of the Indenture.
[FORM OF TRUSTEE'S CERTIFICATE]
This is one of the Bonds, of the series designated therein, described
in the within-mentioned Indenture and the Seventy-third Supplemental
Indenture.
CITIBANK, N.A., as Trustee
By
Authorized Signatory
SECTION 3. Until Bonds of 2025 Series in definitive form are ready for
delivery, the Company may execute, and upon its request in writing the
Trustee shall authenticate and deliver, in lieu thereof, Bonds of 2025
Series in temporary form, as provided in Section 9 of Article II of the
Original Indenture.
PART II
ISSUE OF BONDS OF 2025 SERIES
SECTION 1. The principal amount of Bonds of 2025 Series which may be
authenticated and delivered hereunder is not limited.
SECTION 2. Bonds of 2025 Series for the aggregate principal amount of
Seventy Million Dollars ($70,000,000), being the initial issue of Bonds of
2025 Series, may forthwith be executed by the Company and delivered to the
Trustee and shall be authenticated by the Trustee and delivered (either
before or after the filing or recording hereof) to or upon the order of
the designated officer or officers of the Company, upon compliance by the
Company with the appropriate provisions and requirements of Articles III
and XVIII of the Original Indenture.
PART III
REDEMPTION
SECTION 1. The Bonds of 2025 Series shall be redeemable as set forth
in the form of Bond of 2025 Series included in Section 2 of Part I hereof
and in accordance with Article V of the Original Indenture.
SECTION 2. In case the Company shall desire to exercise its right to
<PAGE>
redeem Bonds of 2025 Series, notice of redemption shall be mailed by the
Company, postage prepaid, not less than thirty days and not more than
sixty days prior to the date of redemption, to the owners of the Bonds to
be redeemed, as a whole or in part, at their addresses as the same shall
appear on the transfer register of the Company. Any notice so mailed
shall be conclusively presumed to have been duly given, whether or not the
owner receives it. In any case, failure duly to give notice by mail, or
defect in the notice, to the owner of any such Bond shall not affect the
validity of the proceedings for the redemption of any other Bond.
PART IV
COVENANTS AND CONSENTS
Notwithstanding that the Bonds of the 1984 Series no longer are
outstanding, the covenant contained in Section 3 of Part V of the
Seventeenth Supplemental Indenture shall remain in full force and effect
and shall be binding upon the Company as long, but only as long, as any
Bonds of 2025 Series are outstanding. No consent of holders of Bonds of
2025 Series shall be required under the proviso in said Section 3.
PART V
THE TRUSTEE
The Trustee hereby accepts the trust hereby declared and provided, and
agrees to perform the same upon the terms and conditions set forth in the
Original Indenture, as theretofore supplemented and as supplemented by
this Supplemental Indenture, and upon the following terms and conditions:
The Trustee shall not be responsible in any manner whatsoever for or
in respect of the validity or sufficiency of this Supplemental Indenture
or the due execution hereof by the Company or for or in respect of the
recitals contained herein, all of which recitals are made by the Company
solely.
The residence address of the Trustee is 111 Wall Street, New York, NY
10043.
PART VI
MISCELLANEOUS PROVISIONS
For all purposes hereof, all terms contained in this Supplemental
Indenture shall, except as the context may otherwise require or as
provided herein, have the meanings given to such terms in Article I of the
Original Indenture. The Supplemental Indentures referred to herein are
indentures supplemental to the Original Indenture.
The provisions of Paragraph (B) of Section I of Part V of the Seventh
and Eleventh Supplemental Indentures became effective on February 1, 1979,
the date on which the Bonds of the 3-1/8% Series Due 1979 were retired.
This Supplemental Indenture may be simultaneously executed in any
number of counterparts, each of which when so executed shall be deemed to
be an original; but such counterparts shall together constitute but one
and the same instrument.
IN WITNESS WHEREOF, said Monongahela Power Company has caused this
Supplemental Indenture to be executed on its behalf by its Chief Executive
Officer, its President or one of its Vice Presidents and its corporate
seal to be hereto affixed and said seal to be attested by its Secretary or
one of its Assistant Secretaries; and said Citibank, N.A., as Trustee as
aforesaid, in evidence of its acceptance of the trust hereby created, has
caused this Supplemental Indenture to be executed on its behalf by one of
its Vice Presidents, and its corporate seal to be hereto affixed and said
seal and this Supplemental Indenture to be attested by one of its Senior
Trust Officers, all as of the first day of May, One thousand nine hundred
and ninety-five.
<PAGE>
MONONGAHELA POWER COMPANY
By NANCY H. GORMLEY
Nancy H. Gormley
Vice President
[SEAL]
Attested:
EILEEN M. BECK
Eileen M. Beck
Secretary
CITIBANK, N.A.,
As Trustee as aforesaid
By R. T. KIRCHNER
R. T. Kirchner
Vice President
[SEAL]
Attested:
L. PISCITELLI
L. Piscitelli
Senior Trust Officer
STATE OF NEW YORK
COUNTY OF NEW YORK, to wit:
I, a Notary Public of the State of New York, in and for the County of
New York, do certify that on this 19th day of May in the year 1995 before
me, the subscriber, personally appeared Nancy H. Gormley, a Vice President
of MONONGAHELA POWER COMPANY, a corporation, who signed the writing above,
bearing date as of the 1st day of May, 1995, for said corporation, and has
this day in my said County, before me, acknowledged the said writing to be
the act and deed of said corporation.
Given under my hand and notarial seal this 19th day of May 1995.
JUTTA S. FEUERSTEIN
Jutta S. Feuerstein
Notary Public
[NOTARIAL SEAL]
Jutta S. Feuerstein
Notary Public, State of New York
No. 01FE5019660
Qualified in Queens County
Commission Expires Oct. 25, 1995
<PAGE>
STATE OF NEW YORK
COUNTY OF NEW YORK, to wit:
I, a Notary Public of the State of New York, in and for the County of
New York, do certify that on this 19th day of May in the year 1995 before
me, the subscriber, personally appeared R. T. Kirchner, a Vice President
of CITIBANK, N.A., a national banking association incorporated and
existing under the laws of the United States of America, who signed the
writing above, bearing date as of the 1st day of May, 1995, for said
corporation, and has this day in my said County, before me, acknowledged
the said writing to be the act and deed of said corporation.
Given under my hand and notarial seal this 19th day of May, 1995.
DORIS WARE
Doris Ware
Notary Public
[NOTARIAL SEAL]
Doris Ware
Notary Public, State of New York
No. 01WA5017421
Qualified in Queens County
Commission Expires September 7, 1995
STATE OF NEW YORK
COUNTY OF NEW YORK ss.:
R. T. Kirchner, of full age, being duly sworn according to law, on his
oath deposes and says: that Citibank, N.A., a national banking association
incorporated and existing under the laws of the United States of America,
is the Trustee named in the foregoing Supplemental Indenture, dated as of
May 1, 1995; that deponent is Vice President of said Trustee, and is duly
authorized to make this affidavit and is the duly authorized agent of said
Trustee, and, as such Vice President, had charge of the execution and
delivery on behalf of said Trustee of said Supplemental Indenture and is
the agent of said Trustee for the purpose of perfecting the same and that
the consideration in said Supplemental Indenture is true and bona fide as
therein set forth.
R. T. KIRCHNER
R. T. Kirchner
Vice President
<PAGE>
Subscribed and sworn to before me this 19th day of May, 1995.
DORIS WARE
Doris Ware
Notary Public
[NOTARIAL SEAL]
Doris Ware
Notary Public, State of New York
No. 01WA5017421
Qualified in Queens County
Commission Expires September 7, 1995
<TABLE>
<CAPTION>
MONONGAHELA POWER COMPANY
(THOUSANDS OF DOLLARS)
COMPUTATION IN SUPPORT OF RATIO OF EARNINGS TO FIXED CHARGES
12 Months
Ended Year Ended
3/31/95 12/31/94
Earnings:
<S> <C> <C>
Net income $61,826 $59,936
Fixed charges (see below) 39,010 38,871
Income taxes 31,920 30,649
Total Earnings $132,756 $129,456
Fixed Charges:
Interest on long-term debt $35,336 $35,187
Other interest 2,921 2,969
Estimated interest component
of rentals 753 715
Total Fixed Charges $39,010 $38,871
Ratio of Earnings to Fixed Charges 3.40 3.33
</TABLE>
