SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): August 18, 2000
Monongahela Power Company
(Exact Name of Registrant as Specified in Charter)
Ohio 1-5164 13-5229392
(State or Other Jurisdiction of (Commission File Number) (IRS Employer/
Incorporation) Identification No.)
1310 Fairmont Avenue, Fairmont, West Virginia 26554
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (304) 366-3000
N/A
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
ITEM 1. NOT APPLICABLE
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On August 18, 2000, Monongahela Power Company (the "Company"), a wholly-owned
subsidiary of Allegheny Energy, Inc. ("Allegheny"), doing business as part of
Allegheny Power, the energy delivery business of Allegheny, completed its
acquisition of Mountaineer Gas Company ("Mountaineer") from Eastern Systems
Corporation ("ESC") and its parent Energy Corporation of America ("ECA") for
approximately $323 million (consisting of a cash payment of approximately $223
million and the assumption of approximately $100 million in debt), subject to
certain post-closing adjustments. The Company funded the acquisition with
approximately $60 million it borrowed under a revolving credit facility with
Bank of America together with approximately $163 million it received as a
capital contribution from Allegheny.
Mountaineer is West Virginia's largest natural gas provider and it and its
subsidiaries had assets including natural gas producing properties, gas
gathering facilities, and intrastate transmission pipelines. The Company
currently intends to use Mountaineer's assets to continue to conduct
Mountaineer's business as it was being conducted prior to the acquisition.
Allegheny had previously assigned to the Company all of its rights and
obligations under the Stock Purchase Agreement, dated as of December 20, 1999,
among Allegheny, ECA, and ESC, which governed the terms of the acquisition. All
regulatory approvals required to consummate the acquisition, including but not
limited to the approval of the Securities and Exchange Commission pursuant to
the Public Utility Holding Company Act of 1935, were obtained as of August 11,
2000.
Allegheny and ECA are also parties to a Participation Agreement, dated December
20, 1999, in which they have agreed to coordinate their efforts in the
identification and acquisition of certain gas and gas related assets and
properties, and certain business entities that engage in gas and gas related
activities for a period of five years. In addition, Allegheny and ECA are
parties to a Management Agreement, dated December 20, 1999, whereby ECA will
provide certain management services to Mountaineer for a period up to five years
for $2.5 million per year. Allegheny Energy Service Corporation, an affiliate of
the Company, and ECA are also parties to a Gas Sales and Purchase Agreement,
dated December 20, 1999, pursuant to which Allegheny Energy Service Corporation
is obligated to purchase from ECA gas at an annual contract volume of up to 3.99
million Dth at indexed prices up to $10 million in the aggregate.
The foregoing text is qualified in its entirety by the press releases, dated
August 24, 2000, issued by Allegheny announcing the acquisition, and the Stock
Purchase Agreement which are attached as Exhibits 99.1 and 2.1, respectively,
and are incorporated herein by reference.
ITEM 3-6. NOT APPLICABLE
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a)-(b) Not Applicable
(c) Exhibits
Exhibit Description
2.1 Stock Purchase Agreement, dated as of December 20, 1999, among
Allegheny Energy, Inc., Energy Corporation of America, and Eastern
Systems Corporation (incorporated by reference to the Current Report
on Form 8-K of the Company, filed with the Securities and Exchange
Commission on December 28, 1999).
99.1 Press Releases, dated August 24, 2000, issued by Allegheny Energy,
Inc.
ITEM 8. NOT APPLICABLE
<PAGE>
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 hereunto duly authorized.
Date: September 1, 2000 MONONGAHELA POWER COMPANY
By: /s/ Thomas K. Henderson
--------------------------------
Name: Thomas K. Henderson
Title: Vice President
<PAGE>
EXHIBIT INDEX
Exhibit Description
2.1 Stock Purchase Agreement, dated as of December 20, 1999, among
Allegheny Energy, Inc., Energy Corporation of America, and Eastern
Systems Corporation (incorporated by reference to the Current Report
on Form 8-K of the Company, filed with the Securities and Exchange
Commission on December 28, 1999).
99.1 Press Releases, dated August 24, 2000, issued by Allegheny Energy,
Inc.
