As filed with the Securities and Exchange Commission on May , 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MONONGAHELA POWER COMPANY
(Exact name of Registrant as specified in its charter)
Ohio 13-5229392
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1310 Fairmont Avenue, P.O. Box 1392
Fairmont, WV 26555-1392
(304) 366-3000
(Address, including zip code, and telephone number, including
area code, of Registrant=s principal executive offices)
Thomas K. Henderson, Esq.
Vice President
Allegheny Energy, Inc.
10435 Downsville Pike
Hagerstown, MD 21740-1766
(301) 790-3400
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies to:
Robert E. Buckholz, Jr., Esq. Raymond W. Wagner, Esq.
Sullivan & Cromwell Simpson Thacher & Bartlett
125 Broad Street 425 Lexington Avenue
New York, New York 10004-2498 New York, New York 10017-3954
(212) 558-4000 (212) 455-2000
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration
Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box.9
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933,other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box.9
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering.9
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. ?
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.9
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Proposed Maximum Proposed
Title of Each Class Amount to be Offering Price Maximum Aggregate Amount of
of Securities to be Registerd(1) Per Unit(2)(3) Offering Price(2)(4) Registration Fee(5)
Registered
First Mortgage Bonds $253,475,000 100% $253,475,000 $66,917
and Unsecured Debt
Securities
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(1) Or, if any debt securities (a) are denominated or payable in a foreign or
composite currency or currencies, such principal amount as shall result in an
aggregate initial offering price equivalent to $300,000,000 at the time of the
initial offering, (b) are issued at an original issue discount, such greater
principal amount as shall result in an aggregate initial offering price of
$300,000,000, or (c) are issued with their principal amount payable at
maturity to be determined with reference to a currency exchange rate or other
index, such principal amount as shall result in an aggregate initial
offering price of $300,000,000.
(2) Estimated in accordance with Rule 457 solely for the purpose of
calculating the registration fee.
(3) The proposed maximum offering price per unit will be determined from
time to time by the Registrant in connection with, and at the time of, the
issuance by the Registrant of the securities registered hereunder.
(4) Excluding accrued interest and accrued amortization of discount, if
any, to the date of delivery.
(5) Pursuant to Rule 429, $46,525,000 of debt securities are being carried
forward, for sale under the Prospectus filed herewith. Of these
$46,525,000 of debt securities, $1,000,000 of debt securities are being
carried forward from Registration Statement No. 333-31493, for which the
registrant paid a filing fee of $304, $44,000,000 of debt securities are
being carried forward from Registration Statement No. 33-59131, for which
the registrant paid a filing fee of $15,172 and $1,525,000 of debt
securities are being carried forward from Registration Statement No.
33-56262, for which the registrant paid a filing fee of $477.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until this Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
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The information in this prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed with
the Securities and Exchange Commission is effective. This prospectus is
not an offer to sell these securities and is not soliciting an offer to buy
these securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED MAY 31, 2000
$300,000,000
Monongahela Power Company
First Mortgage Bonds
Unsecured Debt Securities
We may offer from time to time up to $300,000,000 of our debt securities.
These securities may be either first mortgage bonds, secured by a mortgage
on our assets, or unsecured debt securities. When we offer these
securities, we will provide you with a prospectus supplement describing the
terms of the specific issue, including the offering price and whether the
securities are secured.
You should read this prospectus and the prospectus supplement relating to
the specific issue of securities carefully before you invest.
Neither the Securities and Exchange Commission nor any other regulatory
body has approved or disapproved these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary
is a criminal offense.
We may sell these securities to underwriters, through agents or directly to
other purchasers. The prospectus supplement will include the names of any
underwriters or agents.
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with
the SEC using a "shelf" registration process. Under this shelf process, we
may sell the securities described in this prospectus in one or more
offerings up to a total dollar amount of $300,000,000. This prospectus
provides you with a general description of the first mortgage bonds and
unsecured debt securities we may offer. In this prospectus, we refer to the
first mortgage bonds and unsecured debt securities collectively as
"Securities".
Each time we sell Securities, we will provide a "prospectus
supplement" that will contain specific information about the terms of that
offering. The prospectus supplement may also add, update or change
information contained in this prospectus. You should read both this
prospectus and any prospectus supplement together with additional
information described in the section entitled "Where You Can Find More
Information" on page 18.
For more detail, you should read the exhibits, financial statements,
notes and schedules filed with our registration statement.
ABOUT MONONGAHELA POWER COMPANY
Monongahela Power Company is an electric and gas utility operating in
northern West Virginia and an adjacent portion of Ohio. It also owns
generating capacity in Pennsylvania. We are a wholly-owned subsidiary of
Allegheny Energy, Inc. and, together with West Penn Power Company and The
Potomac Edison Company, comprise the Allegheny Power integrated electric
utility system. 92% of Monongahela Power Company's retail customers are
located in West Virginia, and the remainder are in Ohio.
Potential Restructuring
Starting on January 1, 2001, all customers in Ohio will be able to
choose their electricity supplier. This marks the beginning of a multi-year
transition to market rates. Total electric rates will be frozen over this
period, and residential customers are guaranteed a five percent cut in the
generation portion of their rates, unless this reduction would unduly
impair market entry. We have filed a transition plan with the Public
Utilities Commission of Ohio which contemplates, pursuant to the Ohio
restructuring statute, transferring to our affiliate, Allegheny Energy
Supply Company, LLC, our generating assets that are allocated to servicing
Ohio customers. By law, the Ohio Commission must act on our request by the
end of October 2000.
In December 1999, the West Virginia Public Service Commission
concluded that public interest would be best served by opening the supply
of electricity to market competition. On March 11, 2000, the West Virginia
legislature approved a plan that will allow market competition, but
provided that this plan cannot be implemented until certain tax issues are
resolved and the legislature takes further action to implement it. The
legislative plan contemplates the transfer of our electric generating
assets to unregulated entities on or after the date customers are permitted
to choose their power supplier. We expect that the legislature will take
implementing action during the first half of 2001. At that time, we
expect to transfer our generating assets that are allocated to servicing
our customers in West Virginia to Allegheny Energy Supply. There can be no
assurance, however, that the West Virginia legislature will take the
further action which is required to implement the deregulation plan and our
proposed asset transfer.
Even with legislative authorization, we cannot commence a transfer of
West Virginia generating assets, until we receive the approval of the SEC
pursuant to the Public Utility Holding Company Act of 1935. We must also
obtain approval from the Federal Energy Regulatory Commission. We cannot
assure you when or even if restructuring in West Virginia will be
accomplished.
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USE OF PROCEEDS
Unless otherwise indicated in the prospectus supplement, we will use
the net proceeds from the sale of the Securities for the proposed
acquisition of Mountaineer Gas Company, and for general corporate purposes,
including the refinancing of debt and the financing of our construction
program.
Allegheny Energy Inc., our parent, announced in December 1999 that it
had entered into a stock purchase agreement to acquire Mountaineer Gas
Company for $323 million ($100 million of which may be assumed debt),
subject to certain adjustments. At that time, Allegheny Energy Inc. also
announced its intention to assign all its rights under the agreement to us.
On May 11, 2000, the Public Service Commission of West Virginia approved
our acquisition of Mountaineer Gas Company. This purchase will not occur,
however, until we also receive approval from the SEC pursuant to the Public
Utility Holding Company Act of 1935.
Our Construction Program
Our construction expenditures in 1999 amounted to $82.4 million. In
2000 and 2001, these expenditures are expected to total $75 million and
$72.4 million, respectively. Our total actual environmental expenditures
for the construction of environmental control technology in 1999 amounted
to $16.1 million. The 2000 and 2001 estimated expenditures include $27.2
million and $33.8 million, respectively, for construction of environmental
control technology. These estimates, however, might be revised.
We anticipate that as West Virginia and Ohio move to a competitive
market for the supply of electricity, and our generating assets are
transferred to Allegheny Energy Supply, any obligations we may have at that
time to supply electricity can be met by purchasing electricity in the
market or from Allegheny Energy Supply. Accordingly, costs related to the
generation of electricity, including construction and fuel expenditures,
will be borne by others.
In connection with our construction program, we must estimate the
availability and cost of capital as well as the future demands of our
customers that are subject to regional, national and international
developments, changing business conditions, and other factors. The
construction of facilities and their cost are affected by laws and
regulations, lead times in manufacturing, availability of labor, materials
and supplies, inflation, interest rates, and licensing, rate, environmental
and other proceedings before regulatory authorities. Decisions regarding
construction of facilities must also take into account retail competition.
As a result, our future plans are subject to continuing review and
substantial change.
We have financed our construction program through funds we have
generated from operations and through the sale of a variety of debt and
equity securities, equity investments by our parent company Allegheny
Energy, Inc. and, where necessary, interim short-term debt. Our future
ability to finance our construction program by these means depends on many
factors, including the effects of competition, our ability to obtain
credit, rate levels sufficient for us to generate funds, and revenues
adequate to both produce a satisfactory return on the common equity portion
of our capital structure and to allow us to issue new securities.
RATIOS OF EARNINGS TO FIXED CHARGES
Our consolidated ratios of earnings to fixed charges for each of the
fiscal years ended December 31, 1995 through 1999 are as follows:
Years Ended December 31
1995 1996 1997 1998 1999
X3.68 X3.44 x4.14 X4.40 X4.69
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Our consolidated ratio of earnings to fixed charges for the twelve
months ended March 31, 2000 was x4.49.
For purposes of computing these ratios, earnings consist of income
before income taxes plus fixed charges. Fixed charges consist of: (a)
interest expenses and amortization of debt expenses as reported in our
consolidated financial statements; (b) dividends on preferred stock of
subsidiary companies; and (c) the portion of net rental expense which is
deemed representative of the interest factor inherent in rents.
DESCRIPTION OF SECURITIES WE MAY OFFER
As required by U.S. federal law for all debt securities of companies
that are publicly offered, the Securities issued under this prospectus are
governed by an "Indenture". The Indenture governing the First Mortgage
Bonds is a contract between us and Citibank, N.A. The Indenture governing
our unsecured debt securities will be a contract between us and Bank One
Trust Company, N.A. Each of these banks currently acts as "Trustee" under
the Indenture to which it is a party.
Each Trustee has two main roles:
$ First, the Trustee can enforce your rights against us if we default. There
are some limitations on the extent to which the Trustee acts on your
behalf.
$ Second, the Trustee performs administrative duties for us, such as sending
you interest payments, transferring your debt securities to a new buyer if
you sell and sending you notices.
In this description, we refer to the First Mortgage Bonds as "New
Bonds" and the unsecured debt securities as the "New Debt Securities".
"Bond" means any bond that has been, or will be, delivered under the
Indenture that governs the New Bonds. A copy of each Indenture is filed as
an exhibit to the registration statement relating to the Securities.
Each Indenture permits us to issue different series of Securities from
time to time. We may issue securities in such amounts, at such times and
on such terms as we wish. The Securities may differ from one another in
their terms.
Securities may be sold at prices substantially below their face value,
and may be denominated in foreign currencies. The prospectus supplement
will describe:
$ special United States federal income tax or other considerations, if
any, with respect to Securities sold at original issue discount.
$ special United States federal income tax and other considerations, if any,
with respect to Securities which are denominated in a currency or currency
unit other than United States dollars.
Unless otherwise indicated in the prospectus supplement, the covenants
contained in the Indentures and the Securities will not afford holders of
the Securities protection in the event of a sudden decline in credit rating
that might, for example, result from a highly leveraged transaction.
The Indentures do not limit the aggregate amount of New Debt
Securities that we may issue, nor do they limit the aggregate amount of any
particular series.
THIS SECTION IS ONLY A SUMMARY
The Indentures, any Supplemental Indentures and your Security contain
the full legal text of the matters described in this section. A copy of
each Indenture has been filed with the SEC as part of our registration
statement. See "Where You Can Find More Information" on page 18 for
information on how to obtain a copy.
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This section summarizes the material terms that will apply generally
to the Securities. Each particular Security will have financial and other
terms specific to it, and the specific terms of each Security will be
described in the prospectus supplement. Those terms may vary from the
terms described here. As you read this section, therefore, please remember
that the specific terms of your Security as described in your prospectus
supplement will supplement and, if applicable, may modify or replace the
general terms described in this section. The statements we make in this
section may not apply to your Security.
In the remainder of this description "you" means direct holders and
not "Street Name" or other indirect holders of Securities. Indirect
holders should read the subsection on page 15 entitled "'Street Name' and
Other Indirect Holders".
DESCRIPTION OF NEW BONDS
Form, Exchange and Transfer
The New Bonds will be issued:
$ only in fully registered form;
$ without interest coupons; and
$ in denominations that are even multiples of $1,000.
You may have your New Bonds broken into more New Bonds of smaller
denominations or combined into fewer New Bonds of larger denominations, as
long as the total principal amount is not changed. This is called an
"exchange". (Article II, Section 8)
You may exchange or transfer New Bonds at the office of the entity
performing the role of maintaining the list of registered holders, known as
the "Security Registrar", or at the office of any transfer agent designated
by us for that purpose. (Article II, Section 10)
You will not be required to pay a service charge to transfer or
exchange New Bonds, but you may be required to pay for any tax or other
governmental charge associated with the exchange or transfer. The transfer
or exchange will only be made if the Security Registrar or transfer agent,
as applicable, is satisfied with your proof of ownership. (Article II,
Section 10)
If the New Bonds are redeemable and we redeem less than all of the New
Bonds of a particular series, we may block the transfer or exchange of New
Bonds during the period beginning 5 days before the day we mail the notice
of redemption and ending on the day of that mailing, in order to freeze the
list of holders to prepare the mailing. We may also refuse to register
transfers or exchanges of New Bonds selected for redemption, except that we
will continue to permit transfers and exchanges of the unredeemed portion
of any New Bonds being partially redeemed. (Article II, Section 10)
Additional New Bonds
Additional New Bonds may be issued in an amount up to:
$ 60% of the net bondable value (which we estimate was approximately
$540,000,000 on December 31, 1999) of property additions that are not
subject to an unfunded prior lien (Article III, Section 4);
$ the principal amount of Bonds that have been, or will be retired (Article
III, Section 6); and
$ the amount of any cash deposited with the Trustee(Article III, Section
5).
Additional New Bonds may not be issued unless our net earnings over a
certain period (12 out of the 15 preceding months) that are available for
interest, after a provision for
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depreciation but before income taxes, are at least twice the annual
interest charges on all Bonds and prior lien Bonds then outstanding and any
New Bonds applied for (Article III, Section 3).
Cash that we have deposited for an issue of New Bonds may be withdrawn
in an amount equal to either:
$ 60% of the net bondable value of property additions that are not subject
to a prior lien, or
$ the aggregate principal amount of certain Bonds that have been retired or
will be retired.
We expect to offer the New Bonds on the basis of property additions,
cash deposited with the Trustee or Bonds that have been retired or will be
retired. (Article VIII, Section 3)
Security
The New Bonds are secured by a direct first lien on all the real
estate and franchises that we now own or may own in the future.
This lien is subject to:
$ statutory liens;
$ taxes;
$ other permitted liens and encumbrances; and
$ the rights of others to certain after-acquired property. (Article I,
Definitions)
This lien does not extend to:
$ any bills;
$ notes;
$ accounts receivable;
$ cash;
$ agreements;
$ unpledged securities;
$ materials and supplies; and
$ certain other assets. (Ninth, Preamble)
Payment and Paying Agents
We will pay interest to you if you are a direct holder listed in the
records of the Security Registrar or of the transfer agent, as applicable,
at the close of business on a particular day. That particular day is
called the "Regular Record Date" and is stated in the prospectus
supplement.
We will pay interest, principal and any other money due on the New
Bonds at the Trustee=s corporate trust office. You must make arrangements
to have your payments picked up or wired from that office. We may also
choose to pay interest by mailing checks.
"Street Name" and other indirect holders should consult their banks or
brokers for information on how they will receive payments.
We may also arrange for additional payment offices and may cancel or
change these offices, including our use of the Trustee's corporate trust
office. These offices are called "Paying Agents". We are required to
maintain a Paying Agent in each Place of Payment for the New Bonds. We
must notify you of changes in the Paying Agents for the New Bonds. (Article
IV, Section 4)
Mergers and Similar Events
We are generally permitted to consolidate or merge with another
company or firm. We are also permitted to sell substantially all of our
assets to another firm or to buy substantially all of the assets of another
firm. However, we may not take any of these actions unless the following
conditions, among others, are met:
$ Where we merge out of existence, sell or lease our assets, the merger,
sale of assets or lease may not affect the direct first lien on all the
real estate and franchises that we now own or may own in the future, and
the other firm must agree to be legally responsible for the New Bonds.
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$ The merger, sale of assets or other transaction must not cause a default
on the New Bonds, and we must not already be in default. (Article XII,
Sections 1 and 3)
Modification
There are two methods of modifying the Indenture and the New Bonds.
Changes Requiring Your Approval. First, there are two changes that
cannot be made to your New Bonds without your specific approval:
$ any change to the terms of payment of the principal of or interest on
your New Bonds; and
$ any reduction in the percentage of holders of Bonds whose consent is
needed to modify or amend the Indenture. (Article XV, Section 6)
Changes Requiring a SuperMajority Vote. The second type of change to
the Indenture and the Bonds is the kind that requires a vote in favor by
holders of Bonds owning 75% of the principal amount of the total amount of
outstanding Bonds and, if not all series are affected, a vote in favor by
holders of Bonds owning 75% of the principal amount of each affected
series. Most changes fall into this category, except for clarifying
changes and certain other changes that would not adversely affect holders
of the Bonds. (Article XV, Section 6)
Covenants
The prospectus supplement for the New Bonds may set forth restrictive
covenants with respect to your New Bonds.
Events of Default
You will have special rights if an Event of Default occurs and is not
cured, as described later in this subsection.
What is an Event of Default? The term "Event of Default" for the New
Bonds means any of the following:
$ We do not pay the principal of or any premium on a New Bond on its due
date.
$ We do not pay interest on a New Bond on its due date.
$ We do not deposit any improvement and sinking, renewal and replacement or
similar fund payment on its due date.
$ We remain in breach of a covenant of the Indenture for 60 days after we
receive a notice of default stating we are in breach. The notice must be
sent by either the Trustee or holders of 15% of the Bonds.
$ We file for bankruptcy or certain other events in bankruptcy, insolvency
orreorganization occur.
$ We fail to meet other requirements of the Indenture. (Article IX,
Section 1)
Remedies if an Event of Default Occurs. If an Event of Default has
occurred and has not been cured, the Trustee or the holders of 25% in
principal amount of all Bonds may declare the entire principal amount of
all the Bonds to be due and immediately payable. If an Event of Default
occurs because of certain events in bankruptcy, insolvency or
reorganization, the principal amount of all the New Bonds will be
automatically accelerated, without any action by the Trustee or any holder.
A declaration of acceleration of maturity may be cancelled by the holders
of at least a majority in principal amount of the New Bonds. (Article IX,
Section 1)
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Except in cases of default, where the Trustee has some special duties,
the Trustee is not required to take any action under the Indenture at the
request of any holders unless the holders offer the Trustee reasonable
protection from expenses and liability (called an "indemnity"). If
reasonable indemnity is provided, the holders of a majority in principal
amount of the outstanding New Bonds of the relevant series may direct the
time, method and place of conducting any lawsuit or other formal legal
action seeking any remedy available to the Trustee (Article XIII, Section
1).
Before you bypass the Trustee and bring your own lawsuit or other
formal legal action or take other steps to enforce your rights or protect
your interests relating to the New Bonds, the following must occur:
$ You must give the Trustee written notice that an Event of Default has
occurred and remains uncured.
$ The holders of 25% in principal amount of all outstanding Bonds must make
a written request that the Trustee take action because of the default,
and must offer reasonable indemnity to the Trustee against the cost and
other liabilities of taking that action.
$ The Trustee must have refused or neglected to take action within a
reasonable time and after receipt of the notice and offer of indemnity.
However, you are entitled at any time to bring a lawsuit for the
payment of money due on your New Bond on or after its due date. (Article
IX, Section 12)
"Street Name" and other indirect holders should consult their banks or
brokers for information on how to give notice or direction to or make a
request of the Trustee.
We will furnish to the Trustee every year a written statement of
certain of our officers certifying that to their knowledge we are in
compliance with the Indenture and the Bonds, or else specifying any
default.
DESCRIPTION OF THE NEW DEBT SECURITIES
Form, Exchange and Transfer
The New Debt Securities will be issued:
$ only in fully registered form;
$ without interest coupons; and
$ in denominations that are even multiples of $1,000. (Section 302)
The Indenture will not limit the aggregate amount of New Debt
Securities that we may issue, nor will it limit the aggregate amount of any
particular series.
You may have your New Debt Securities broken into more New Debt
Securities of smaller denominations or combined into fewer New Debt
Securities of larger denominations, as long as the total principal
amount is not changed. This is called an "exchange".
You may exchange or transfer New Debt Securities at the office of the
entity performing the role of maintaining the list of registered holders,
known as the "Security Registrar", or at the office of any transfer agent
designated by us for that purpose. (Section 305)
You will not be required to pay a service charge to transfer or
exchange New Debt Securities, but you may be required to pay any tax or
other governmental charge associated with the exchange or transfer. The
transfer or exchange will only be made if the Security Registrar or
transfer agent, as applicable, is satisfied with your proof of ownership.
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If the New Debt Securities are redeemable and we redeem less than all
of the New Debt Securities of a particular series, we may block the
transfer or exchange of New Debt Securities during the period beginning 15
days before the day we mail the notice of redemption and ending on the day
of that mailing, in order to freeze the list of holders to prepare the
mailing. We may also refuse to register transfers or exchanges of New Debt
Securities selected for redemption, except that we will continue to permit
transfers and exchanges of the unredeemed portion of any New Debt Security
being partially redeemed. (Section 305)
Subordination
The prospectus supplement for your series of New Debt Securities will
say whether the New Debt Securities are subordinated securities. If so,
the payment of principal, any premium and interest on the New Debt
Securities will be subordinated in right of payment to the prior payment in
full of our "Senior Debt". This means that in certain circumstances where
we may not be making payments on all of our debt obligations as they come
due, the holders of all of our Senior Debt will be entitled to receive
payment in full of all amounts that are due or will become due on the
Senior Debt before you and the other direct holders of New Debt Securities
will be entitled to receive any amounts on the New Debt Securities. These
circumstances include:
$ We make a payment or distribute assets to creditors upon any liquidation,
dissolution, winding up or reorganization of our company, or as part of
an assignment or marshalling of our assets for the benefit of our
creditors; or
$ We file for bankruptcy or certain other events in bankruptcy, insolvency
or similar proceedings occur. (Section 1403)
In addition, we are not permitted to make payments of principal, any
premium or interest on the New Debt Securities if we default in our
obligation to make payments on Senior Debt and do not cure such default, or
if an event of default that permits the holders of Senior Debt to
accelerate the maturity of the Senior Debt occurs.(Section 1402)
These subordination provisions mean that if we are insolvent, a holder
of our Senior Debt may ultimately receive out of our assets more than a
holder of the same amount of our subordinated debt securities (such as the
New Debt Securities).
Senior Debt includes all of our indebtedness evidenced by notes,
debentures, bonds (including the New Bonds) or other securities and any
indebtedness which we have assumed or guaranteed in any way, even on a
contingent basis. Senior Debt also generally includes any renewals,
extensions or refundings of the indebtedness described in the preceding
sentence.
At April 30, 2000, we owed a total of approximately $310,850,000 of
Senior Debt. The Indenture will not limit the amount of Senior Debt we are
permitted to have and we may in the future incur additional Senior Debt.
Payment and Paying Agents
We will pay interest to you if you are a direct holder listed in the
records of the Security Registrar or of the transfer agent, as applicable,
at the close of business on a particular day in advance of each due date
for interest, even if you no longer own the New Debt Security on the
interest due date. That particular day, usually about two weeks in advance
of the interest due date, is called the "Regular Record Date" and is stated
in the prospectus supplement. (Section 307)
Holders buying and selling New Debt Securities must work out between
them how to compensate for the fact that we will pay all the interest for
an interest period to the
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one who is the registered holder on the Regular Record Date. The most
common manner is to adjust the sales price of the New Debt Securities to
pro rate interest fairly between buyer and seller. This pro rated interest
amount is called "accrued interest".
We will pay interest, principal and any other money due on the New
Debt Securities at the Trustee=s corporate trust office. You must make
arrangements to have your payments picked up at or wired from that office.
We may also choose to pay interest by mailing checks.
"Street Name" and other indirect holders should consult their banks or
brokers for information on how they will receive payments.
We may also arrange for additional payment offices and may cancel or
change these offices, including our use of the Trustee's corporate trust
office. These offices are called "Paying Agents". We are required to
maintain a Paying Agent in each Place of Payment for the New Debt
Securities. We must notify you of changes in the Paying Agents for any
particular series of New Debt Securities. (Section 1002)
All interest, principal and any other money due on the New Debt
Securities that is paid by us to a Paying Agent and remains unclaimed for
two years after the date on which the payment was due will be repaid to us.
The holder of this New Debt Security may then seek payment of the unclaimed
amount only from us. (Section 1003)
Mergers and Similar Events
We are generally permitted to consolidate or merge with another
company or firm. We are also permitted to sell substantially all of our
assets to another firm or to buy substantially all of the assets of another
firm. However, we may not take any of these actions unless the following
conditions, among others, are met:
$ Where we merge out of existence or sell our assets, the other firm may
not be organized under a foreign country's laws (that is, it must be a
corporation, partnership, trust or other entity organized under the laws
of a State or the District of Columbia or under federal law) and it must
agree to be legally responsible for the New Debt Securities.
$ The merger, sale of assets or other transaction must not cause a default
on the New Debt Securities, and we must not already be in default (unless
the merger or other transaction would cure the default). (Section 801)
Modification and Waiver
There are three types of changes we can make to the Indenture and the
New Debt Securities.
Changes Requiring Your Approval. First, there are changes that
cannot be made to your New Debt Securities without your specific approval.
Following is a list of those types of changes:
$ change the stated maturity of the principal of or interest on any New
Debt Security
$ reduce any amounts due on any New Debt Security
$ reduce the amount of principal payable upon acceleration of the maturity
of any New Debt Security following a default
$ change the place or currency of payment on any New Debt Security
$ impair your right to sue for payment
$ reduce the percentage of holders of New Debt Securities whose consent is
needed to modify or amend the Indenture
$ reduce the percentage of holders of New Debt Securities whose consent is
needed to
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waive compliance with certain provisions of the Indenture or to waive
certain defaults
$ modify any other aspect of the provisions dealing with modification and
waiver of the Indenture (Section 902)
Changes Requiring a Majority Vote. The second type of change to the
Indenture and the New Debt Securities is the kind that requires a vote in
favor by holders of New Debt Securities owning a majority of the principal
amount of the particular series affected. Most changes fall into this
category, except for clarifying changes and certain other changes that
would not adversely affect holders of the New Debt Securities. The same
vote would be required for us to obtain a waiver of all or part of the
Restrictive Covenants described later on page 13, or a waiver of a past
default. However, we cannot obtain a waiver of a payment default or any
other aspect of the Indenture or the New Debt Securities listed in the
first category described above under "Changes Requiring Your Approval"
unless we obtain your individual consent to the waiver. (Section 513)
Changes Not Requiring Approval. The third type of change does not
require any approval by holders of New Debt Securities. This type is
limited to clarifications and certain other changes that would not
adversely affect holders of the New Debt Securities.
Further Details Concerning Voting. When taking a vote, we will use
the following rules to decide how much principal amount to attribute to a
New Debt Security:
$ For discount securities, we will use the principal amount that would be
due and payable on the voting date if the maturity of the New Debt
Securities were accelerated to that date because of a default.
$ For New Debt Securities whose principal amount is not known (for
example, because it is based on an index), we will use a special rule
for that New Debt Security described in the prospectus supplement.
$ For New Debt Securities denominated in one or more foreign currencies or
currency units, we will use the U.S. dollar equivalent.
New Debt Securities will not be considered outstanding, and therefore
are not eligible to vote, if we have deposited or set aside in trust for
you money for their payment or redemption. New Debt Securities will also
not be eligible to vote if they have been fully defeased as described later
on page 13 under "Full Defeasance". (Section 101)
We generally will be entitled to set any day as a record date for the
purpose of determining the holders of outstanding New Debt Securities that
are entitled to vote or take other action under the Indenture. In certain
limited circumstances, the Trustee will be entitled to set a record date
for action by holders. If we or the Trustee set a record date for a vote
or other action to be taken by holders of a particular series, that vote or
action may be taken only by persons who are holders of outstanding New Debt
Securities of that series on the record date and must be taken within 180
days following the record date or a shorter period that we may specify (or
as the Trustee may specify if it sets the record date). We may shorten or
lengthen (but not beyond 180 days) this period from time to time. (Section
104)
"Street Name" and other indirect holders should consult their banks or
brokers for information on how approval may be granted or denied if we seek
to change the Indenture or the Debt Securities or request a waiver.
Covenants
The prospectus supplement for your series of New Debt Securities may set
forth restrictive covenants with respect to your New Debt Security.
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Defeasance
The following discussion of full defeasance and covenant defeasance
will be applicable to your series of New Debt Securities only if we choose
to have them apply to that series. If we do so choose, we will inform you
of this decision in the prospectus supplement. (Section 1301)
Full Defeasance. If there is a change in federal tax law, as
described below, we can legally release ourselves from any payment or other
obligations on the New Debt Securities (called "full defeasance") if we put
in place the following other arrangements for you to be repaid:
$ We must deposit in trust for your benefit and the benefit of all other
direct holders of the New Debt Securities a combination of money and
U.S. government or U.S. government agency notes or bonds that will
generate enough cash to make interest, principal and any other payments
on the New Debt Securities on their various due dates.
$ There must be a change in current federal tax law or an IRS ruling that
lets us make the above deposit without causing you to be taxed on the New
Debt Securities any differently than if we did not make the deposit and
just repaid the New Debt Securities ourselves. (Under current federal
tax law, the deposit and our legal release from the New Debt Securities
would be treated as though we took back your New Debt Securities and gave
you your share of the cash and notes or bonds deposited in trust. In
that event, you could recognize gain or loss on the New Debt Securities
you give back to us.)
$ We must deliver to the Trustee a legal opinion of our counsel confirming
the tax law change described above. (Sections 1302 and 1304)
$ If we ever did accomplish full defeasance, as described above, you would
have to rely solely on the trust deposit for repayment on the New Debt
Securities. You could not look to us for repayment in the unlikely event
of any shortfall. Conversely, the trust deposit would most likely be
protected from claims of our lenders and other creditors if we ever
become bankrupt or insolvent.
Covenant Defeasance. Under current federal tax law, we can make the
same type of deposit described above and be released from some of the
restrictive covenants in the New Debt Securities that may be described in
the applicable prospectus supplement. This is called "covenant
defeasance". In that event, you would lose the protection of those
restrictive covenants but would gain the protection of having money and
securities set aside in trust to repay the New Debt Securities. In order
to achieve covenant defeasance, we must do the following:
$ We must deposit in trust for your benefit and the benefit of all other
direct holders of the New Debt Securities a combination of money and
U.S. government or U.S. government agency notes or bonds that will
generate enough cash to make interest, principal and any other payments
on the New Debt Securities on their various due dates.
$ We must deliver to the Trustee a legal opinion of our counsel confirming
that under current federal income tax law we may make the above deposit
without causing you to be taxed on the New Debt Securities any
differently than if we did not make the deposit and just repaid the New
Debt Securities ourselves.
If we accomplish covenant defeasance, the following provisions of the
Indenture and the New Debt Securities would no longer apply:
$ Covenants applicable to the series of New Debt Securities and described
in the prospectus supplement.
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$ The Events of Default relating to breach of covenants and acceleration
of the maturity of other debt, described later on page 14 under "What
Is an Event of Default?".
If we accomplish covenant defeasance, you can still look to us for
repayment of the New Debt Securities if there is a shortfall in the trust
deposit. In fact, if one of the remaining Events of Default occurs (such
as our bankruptcy) and the New Debt Securities become immediately due and
payable, there may be such a shortfall. Depending on the event causing the
default, you may not be able to obtain payment of the shortfall. (Sections
1303 and 1304)
Events of Default
You will have special rights if an Event of Default occurs and is not
cured, as described later in this subsection.
What Is An Event of Default? The term "Event of Default" for the New
Debt Securities means any of the following:
$ We do not pay the principal of or any premium on a New Debt Security on
its due date.
$ We do not pay interest on a New Debt Security within 30 days of its due
date.
$ We do not deposit any sinking fund payment on its due date.
$ We remain in breach of a covenant of the Indenture for 60 days after we
receive a notice of default stating we are in breach. The notice must
be sent by either the Trustee or holders of 10% of the principal amount
of New Debt Securities of the affected series.
$ We file for bankruptcy or certain other events in bankruptcy, insolvency
or reorganization occur.
$ Any other Event of Default described in the prospectus supplement
occurs. (Section 501)
Remedies If an Event of Default Occurs. If an Event of Default has
occurred and has not been cured, the Trustee or the holders of 25% in
principal amount of the New Debt Securities of the affected series may
declare the entire principal amount of all the New Debt Securities of that
series to be due and immediately payable. If an Event of Default occurs
because of certain events in bankruptcy, insolvency or reorganization, the
principal amount of all the New Debt Securities of that series will be
automatically accelerated, without any action by the Trustee or any holder.
A declaration of acceleration of maturity may be canceled by the holders
of at least a majority in principal amount of the New Debt Securities of
the affected series. (Section 502)
Except in cases of default where the Trustee has some special duties,
the Trustee is not required to take any action under the Indenture at the
request of any holders unless the Holders offer the Trustee reasonable
protection from expenses and liability (called an "indemnity"). If
reasonable indemnity is provided, the holders of a majority in principal
amount of the outstanding New Debt Securities of the relevant series may
direct the time, method and place of conducting any lawsuit or other formal
legal action seeking any remedy available to the Trustee. These majority
holders may also direct the Trustee in performing any other action under
the Indenture. (Section 512)
Before you bypass the Trustee and bring your own lawsuit or other
formal legal action or take other steps to enforce your rights or protect
your interests relating to the New Debt Securities, the following must
occur:
$ You must give the Trustee written notice that an Event of Default has
occurred and remains uncured.
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$ The holders of 25% in principal amount of all outstanding New Debt
Securities of the relevant series must make a written request that the
Trustee take action because of the default, and must offer reasonable
indemnity to the Trustee against the cost and other liabilities of
taking that action.
$ The Trustee must have not taken action for 60 days after receipt of the
notice and offer of indemnity. (Section 507)
However, you are entitled at any time to bring a lawsuit for the
payment of money due on your New Debt Security on or after its due date.
(Section 508)
"Street Name" and other indirect holders should consult their banks or
brokers for information on how to give notice or direction to or make a
request of the Trustee and to make or cancel a declaration of acceleration.
We will furnish to the Trustee every year a written statement of
certain of our officers certifying that to their knowledge we are in
compliance with the Indenture and the New Debt Securities, or else
specifying any default. (Section 1004)
LEGAL OWNERSHIP
"Street Name" and Other Indirect Holders
Investors who hold Securities in accounts at banks or brokers will
generally not be recognized by us as legal holders of Securities. This is
called holding in "Street Name". Instead, we would recognize only the bank
or broker, or the financial institution the bank or broker uses to hold its
securities. These intermediary banks, brokers and other financial
institutions pass along principal, interest and other payments on the
securities, either because they agree to do so in their customer agreements
or because they are legally required to forfeit these securities payments.
If your New Securities are in "Street Name," you should check with your own
institution to find out:
$ How it handles securities payments and notices.
$ Whether it imposes fees or charges.
$ How it would handle voting if ever required.
$ Whether and how you can instruct it to send you Debt Securities
registered in your own name so you can be a direct holder as described
below.
$ How it would pursue rights under the Debt Securities if there were a
default or other event triggering the need for holders to act to protect
their interests.
Direct Holders
Our obligations, as well as the obligations of the Trustee and those
of any third parties employed by us or either Trustee, run only to Persons
who are registered as holders of Securities. As noted above, we do not
have obligations to you if you hold in "Street Name" or other indirect
means, either because you choose to hold Securities in that manner or
because the Securities are issued in the form of Global Securities as
described below. For example, once we make payment to the registered
holder, we have no further responsibility for the payment even if that
holder is legally required to pass the payment along to you as a "Street
Name" customer but does not fulfill this obligation.
REGARDING THE TRUSTEES
The Trustee under the Indenture for the New Bonds is Citibank, N.A.,
with whom we maintain normal banking arrangements. The Trustee under the
Indenture for the New Debt Securities will be Bank One Trust Company, N.A.,
with whom we also maintain normal banking arrangements.
If an event of default (or an event that would be an event of default if
the requirements for giving us default notice or for our default having to
exist for a specific period of
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time were disregarded) occurs, one or both of the Trustees may be
considered to have a conflicting interest for purposes of the Trust
Indenture Act of 1939 with respect to the Securities. In that case, one or
both of the Trustees may be required to resign as trustee and we would be
required to appoint one or more successor trustees.
Global Securities
What is a Global Security? A Global Security is a special type of
indirectly-held Security, as described above under "'Street Name' and Other
Indirect Holders". We may choose to issue some or all of the Securities in
the form of Global Securities, in which case the ultimate beneficial owners
can only be indirect holders. We do this by requiring that the Global
Security be registered in the name of a financial institution we select and
by requiring that the Securities included in the Global Security not be
transferred to the name of any other direct holder unless the special
circumstances described below occur. The financial institution that acts
as the sole direct holder of the Global Security is called the
"Depositary". Any person wishing to own a Global Security must do so
indirectly through an account with a broker, bank or other financial
institution that in turn has an account with the Depositary. The
prospectus supplement will indicate whether your series of Securities will
be issued only in the form of Global Securities.
Special Investor Considerations for Global Securities. As an indirect
holder, an investor's rights relating to a Global Security will be governed
by the account rules of the investor's financial institution and of the
Depositary, as well as general laws relating to securities transfers. We
do not recognize this type of investor as a holder of Securities and
instead deal only with the Depositary that holds the Global Security.
An investor should be aware that if Securities are issued only in the
form of Global Securities:
* The investor cannot get Securities registered in his or her own name.
$ The investor cannot receive physical certificates for his or her
interest in the Securities.
$ The investor will be a "Street Name" holder and must look to his or her
own bank or broker for payments on the Securities and protection of his
or her legal rights relating to the Securities. See the discussion
above "'Street Name' and Other Indirect Holders".
$ The Depositary's policies will govern payments, transfers, exchange and
other matters relating to the investor's interest in the Global
Security. We and each Trustee have no responsibility for any aspect of
the Depositary's actions or for its records of ownership interests in
the Global Security. We and each Trustee also do not supervise the
Depositary in any way.
$ The laws of some jurisdictions require that certain purchasers receive
physical certificates for their interests in the securities. These laws
may impair the ability to transfer beneficial interests in a Global
Security.
Special Situations When a Global Security Will Be Terminated. In a
few special situations described later, a Global Security will terminate
and interests in it will be exchanged for physical certificates
representing Securities. After that exchange, the choice of whether to
hold Securities directly or in "Street Name" will be up to the investor.
Investors must consult their own bank or brokers to find out how to have
their interests in Securities transferred to their own name so that they
will be direct holders. The rights of "Street Name" investors and direct
holders in the Securities have been described above under "'Street Name'
and Other Indirect Holders" and "Direct Holders" on page 15.
The special situations for termination of a Global Security are:
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$ When the Depositary notifies us that it is unwilling, unable or no
longer qualified to continue as Depositary.
$ When an event of default on the Securities has occurred and has not been
cured. (Defaults are discussed above).
The prospectus supplement may also list additional situations for
terminating a Global Security that would apply only to the particular
series of Securities covered by the prospectus supplement. When a Global
Security terminates, the Depositary (and not the company or each Trustee)
is responsible for deciding the names of the institutions that will be the
initial direct holders.
PLAN OF DISTRIBUTION
We may sell Securities:
$ to or through underwriting syndicates represented by managing
underwriters;
$ through one or more underwriters without a syndicate for them to offer
and sell to the public;
$ through dealers or agents; and
$ to investors directly in negotiated sales or in competitively bid
transactions.
Any underwriter or agent involved in the offer and sale of any series
of the Securities will be named in the prospectus supplement.
The prospectus supplement for each series of Securities will describe:
$ the terms of the offering of these Securities, including the name of the
agent or the name or names of any underwriters;
$ the public offering or purchase price;
$ any discounts and commissions to be allowed or paid to the agent or
underwriters and all other items constituting underwriting compensation;
$ any discounts and commissions to be allowed or paid to dealers; and
$ other specific terms of the particular Securities.
Only the agents or underwriters named in a prospectus supplement are
agents or underwriters in connection with the Securities being offered by
that prospectus supplement.
Underwriters, agents and dealers may be entitled, under agreements
with us, to indemnification against certain civil liabilities, including
liabilities under the Securities Act.
Underwriters to whom Securities are sold by us for public offering and
sale are obliged to purchase all of those particular Securities if any are
purchased. This obligation is subject to certain conditions and may be
modified in the applicable prospectus supplement.
Underwriters, dealers or agents may engage in transactions with, or
perform services for, us or our affiliates in the ordinary course of
business.
VALIDITY OF DEBT SECURITIES
Sullivan & Cromwell, New York, New York, will pass upon the validity of
the Securities for us. Simpson Thacher & Bartlett, New York, New York,
will pass upon the validity of the Securities for any underwriters or
agents. On matters of local law, these firms will rely on Robert R.
Winter, Esq., Vice President and Deputy General Counsel of Monogahela Power
Company.
EXPERTS
The financial statements incorporated in this prospectus by reference
to the Annual Report on Form 10-K for the year ended December 31, 1999 have
been so incorporated in
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reliance on the report of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports and other information
with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read
and copy any document we file at the SEC's public reference rooms in
Washington, D.C., New York, New York and Chicago, Illinois. Please call
the SEC at 1-800-SEC-0330 for further information on the public reference
rooms.
The SEC allows us to "incorporate by reference" the information we
file with them, which means that we can disclose important information to
you by referring you to those documents. The information incorporated by
reference is an important part of this prospectus, and information that we
file later with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below and
any future filings made by us with the SEC under Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 until we sell all of the
Debt Securities that we have registered.
$ The Annual Report on Form 10-K for the year ended December 31, 1999;
$ The Quarterly Report on Form 10-Q for the quarter ended March 31, 2000;
and
$ The Current Report on Form 8-K filed March 9, 2000.
You may request a copy of these filings, excluding any filed exhibits,
at no cost by writing or telephoning us at the following address or
telephone number:
Monongahela Power Company
1310 Fairmont Avenue, P.O. Box 1392
Fairmont, WV 26555-1392
Attention: Thomas C. Sheppard, Jr.
Assistant Secretary
Telephone: (304) 367-3432
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We have not authorized any dealer, salesperson or other person to give any
information or represent anything not contained in this prospectus. You
must not rely on any unauthorized information. This prospectus does not
offer to sell or buy any securities in any jurisdiction where it is
unlawful.
TABLE OF CONTENTS
Page
About This Prospectus 3
About Monongahela Power Company 3
Use of Proceeds 4
Ratio of Earnings to Fixed Charges 4
Description of Securities We May Offer 5
Regarding the Trustees 15
Plan of Distribution 17
Validity of Debt Securities 17
Experts 17
Where You Can Find More Information 18
Monongahela Power Company
First Mortgage Bonds and
Unsecured Debt Securities
PROSPECTUS
May 31, 2000
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Estimated
Amounts
Filing fee, Securities and Exchange Commission $ !
Rating agency fees $ !
Cost of printing and engraving $ !
Services of counsel $ !
Depositary=s and Trustees= fees and expenses $ !
Services of independent accountants $ !
Miscellaneous $
Total $
Item 15. Indemnification of Directors and Officers.
Under Article VI of the Code of Regulations of the Company and Section
1701.13 of the Ohio General Corporation Law, directors and officers are
entitled to indemnification by the Company against liability which they may
incur in their respective capacities as directors and officers under
certain circumstances. Directors= and Officers= Liability Insurance is
carried in an amount of $85,000,000 with a $500,000 corporate
reimbursement.
In the Purchase Agreement, each Purchaser will agree to indemnify the
directors and certain officers of the company against liabilities resulting
from information a Purchaser supplies for the Registration Statement.
Item 16. Exhibits.
Exhibit
Number
1(a) Standard Purchase Agreement Provisions - Debt Securities (to be filed as
an Exhibit by means of a Form 8-K)
1(b) First Mortgage Bond Standard Purchase Agreement Provisions (to be filed
as an Exhibit by means of a Form 8-K)
4(a) Indenture dated as of May 22, 2000, relating to New Debt Securities.
4(b) Form of New Debt Securities (filed as part of Exhibit 4(a) hereto).
4(c) Form of New Bonds (contained in Form of Supplemental Indenture
designated Exhibit 4(e)).
4(d) Indenture dated as of August 1, 1945, and certain Supplemental
Indentures (incorporated herein by reference from the following
documents: S 2-5819, exh. 7(f), S 2-8881, exh. 7(b), S 2-10548, exh.
4(b), S 2-14763, exh. 2(b) (i), Forms 8-K of the Company (1-268-2) dated
November 21, 1991, July 15, 1992, September 1, 1992, April 29, 1993 and
May 23, 1995). There are omitted the Supplemental Indentures which do
more than subject property to the lien of the above Indenture since they
are not considered constituent instruments defining the rights of the
holders of long-term debt within the meaning of Instruction 2, to Item
601 of Regulation S-K under the Securities Act. The Company agrees to
furnish the Commission on its request with copies of such Supplemental
Indentures.
4(e) Form of Supplemental Indenture.
5 Opinion of Sullivan & Cromwell.
12 Statement re: Computation of Ratios.
23(a) Consent of Independent Accountants, PricewaterhouseCoopers LLP.
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23(b) Consent of Sullivan & Cromwell (filed as part of Exhibit 5 hereto).
25(a) Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939
of Citibank, N.A.
25(b) Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939
of Bank One Trust Company, N.A.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the ACalculation of Registration Fee@ table in
the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant=s annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions described
under Item 15, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York, on
the 11th day of May, 2000.
MONONGAHELA POWER COMPANY
By: \S\ ALAN J. NOIA
Alan J. Noia
Chairman of the Board Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers
and directors of Monongahela Power Company, an Ohio corporation, for
himself or herself and not for one another, does hereby constitute and
appoint THOMAS K. HENDERSON, ESQ. and TERENCE A. BURKE, ESQ. and each of
them, a true and lawful attorney in his name, place and stead, in any and
all capacities, to sign his name to any and all amendments, including post-
effective amendments, to this Registration Statement, and to cause the same
to be filed with the Securities and Exchange Commission, granting unto said
attorneys and agent(s) and each of them full power and authority to do and
perform any act and thing necessary and proper to be done in the premises,
as fully and to all intents and purposes as the undersigned could do if
personally present, and each of the undersigned for himself or herself
hereby ratifies and confirms all that said attorneys and agent(s) or any
one of them shall lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities indicated on May 11th, 2000.
Signature Title Date
\S\ ALAN J. NOIA Chairman of the Board, Chief 05/11/00
(Alan J. Noia) Executive Officer (Principal
Executive Officer)
\S\ MICHAEL P. MORRELL Vice President C Finance (Principal 05/11/00
(Michael P. Morrell) Financial Officer)
\S\ THOMAS J. KLOC Controller 05/11/00
(Thomas J. Kloc) (Principal Accounting Officer)
\S\ ELEANOR BAUM Director 05/11/00
(Eleanor Baum)
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\S\ WILLIAM L. BENNETT Director 05/11/00
(William L. Bennett)
\S\ PHILLIP E. LINT Director 05/11/00
(Phillip E. Lint)
\S\ FRANK A. METZ, JR. Director 05/11/00
(Frank A. Metz, Jr.)
\S\ MICHAEL P. MORRELL Director 05/11/00
(Michael P. Morrell)
\S\ ALAN J. NOIA Director 05/11/00
(Alan J. Noia)
\S\ JAY S. PIFER Director 05/11/00
(Jay S. Pifer)
\S\ STEVEN H. RICE Director 05/11/00
(Steven H. Rice)
\S\ GUNNAR E. SARSTEN Director 05/11/00
(Gunnar E. Sarsten)
\S\ PETER J. SKRGIC Director 05/11/00
(Peter J. Skrgic)
\S\ WENDELL F. HOLLAND Director 05/11/00
(Wendell F. Holland)
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INDEX TO EXHIBITS
Exhibit Sequential
page number
1(a) Standard Purchase Agreement Provisions - Debt Securities.
(to be filed as an Exhibit by means of a Form 8-K)
1(b) First Mortgage Bond Standard Purchase Agreement Provisions.
(to be filed as an Exhibit by means of a Form 8-K)
4(a) Indenture dated as of May 22, 2000 relating to New Debt
Securities.
4(b) Form of New Debt Securities (filed as part of Exhibit 4(a) hereto).
4(c) Form of New Bonds (contained in Form of Supplemental Indenture
designated Exhibit 4(e)).
4(d) Indenture dated as of August 1, 1945, and certain Supplemental
Indentures (incorporated herein by reference from the following
documents: S 2-5819, exh. S 2-8881, exh. 7(b), S 2-10548, exh. 4(b),
S 2-14763, exh. 2(b) (i), Forms 8-K of the Company (1-268-2)
dated November 21, 1991, July 15, 1992, September 1, 1992, April 29,
1993 and May 23, 1995).
4(e) Form of Supplemental Indenture.
5 Opinion of Sullivan & Cromwell.
12 Statement re: Computation of Ratios.
23(a) Consent of Independent Accountants, PricewaterhouseCoopers LLP.
23(b) Consent of Sullivan & Cromwell (filed as part of Exhibit 5 hereto).
25(a) Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939
of Citibank, N.A.
25(b) Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939
of Bank One Trust Company, N.A.
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