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 17, 1995
THE POTOMAC EDISON COMPANY
(Exact name of registrant as specified in its charter)
Maryland and Virginia 1-3376-2 13-5323955
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
10435 Downsville Pike
Hagerstown, Maryland 21740-1766
(Address of principal executive offices)
Registrant's telephone number,
including area code: (301) 790-3400
<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. 33-51305.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
4(a) Ninety-first Supplemental Indenture, dated as of May 1, 1995,
Supplemental to First Mortgage, dated October 1, 1944.
12(a) Statement re computation of ratios.
<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 thereunto duly authorized.
THE POTOMAC EDISON COMPANY
Dated: May 17, 1995 By: DALE F. ZIMMERMAN
Name: Dale F. Zimmerman
Title: Secretary and Treasurer
<PAGE>
EXHIBIT INDEX
Item No. 1 4(a) Ninety-first Supplemental Indenture, dated as of
May 1, 1995, Supplemental to First Mortgage,
dated October 1, 1994.
Item No. 2 12(a) Statement re computation of ratios.
THE POTOMAC EDISON COMPANY
TO
CHEMICAL BANK,
Trustee
AND
THOMAS J. FOLEY,
Individual Trustee
____________________
Ninety-First Supplemental Indenture
Dated as of May 1, 1995
____________________
First Mortgage Bonds,
7 5/8% Series Due 2025
<PAGE>
NINETY-FIRST SUPPLEMENTAL INDENTURE, dated as of May 1, 1995,
between The Potomac Edison Company, a corporation organized and existing under
the laws of the State of Maryland and the Commonwealth of Virginia
(hereinafter called the "Company"), party of the first part, and Chemical
Bank (successor by merger to Chemical Bank New York Trust Company, formerly
Chemical Bank & Trust Company), a corporation organized and existing under
the laws of the State of New York, as trustee under the Indenture dated as
of October 1, 1944 hereinafter mentioned (hereinafter called the
"Trustee"), party of the second part, and Thomas J. Foley, having an address
at 94 South Fourth Street, Bethpage, New York 11714, as individual trustee
under the aforesaid Indenture (hereinafter called the "Individual
Trustee"), party of the third part (said Trustee and Individual Trustee
being hereinafter sometimes collectively called the "Trustees");
The Company has heretofore executed and delivered to the Trustee its
Indenture (hereinafter sometimes called the "Original Indenture"), dated
as of October 1, 1944, and has entered into Supplemental Indentures
supplemental to the Original Indenture numbered First through Ninetieth.
The amendments to the Original Indenture contained in Paragraph (B)
of Section 1 of Part V of the Fifteenth Supplemental Indenture have become
effective.
The Company, pursuant to Section 1 of Article II of the Original
Indenture, as heretofore supplemented, has redesignated the Bonds
outstanding thereunder as "First Mortgage Bonds".
First Mortgage Bonds are presently outstanding under the Original
Indenture, as heretofore supplemented, as follows:
Principal
Series Amount
5 7/8% Series Due 1996 (the "1996 Series") $ 18,000,000
5 7/8% Series Due 2000 (the "2000 Series") 75,000,000
8% Series Due 2006 (the "2006 Series") 50,000,000
9 1/4% Series Due 2019 (the "2019 Series") 65,000,000
9 5/8% Series Due 2020 (the "2020 Series") 80,000,000
8 7/8% Series Due 2021 (the "2021 Series") 50,000,000
8% Series Due 2022 (the "2022 Series") 55,000,000
7 3/4% Series Due 2023 (the "2023 Series") 45,000,000
8% Series Due 2024 (the "2024 Series") 75,000,000
7 3/4% Series Due 2025
(the "2025 7 3/4% Series") 65,000,000
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.
The Company proposes to create under the 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").
Under the Original Indenture, as heretofore supplemented, the
Company and the Trustees 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 Trustees.
<PAGE>
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
the Individual 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 consideration, 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 and coupons, 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
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"),
commencing November 1, 1995. 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 fourteen 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 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 Trustee after the close of
<PAGE>
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 day 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]
THE POTOMAC EDISON COMPANY
(Incorporated under the laws of the State of Maryland
and the Commonwealth of Virginia)
First Mortgage Bond,
7 5/8% Series Due 2025
No. R................ $.....................
The Potomac Edison Company, a corporation organized and existing under
the laws of the State of Maryland and the Commonwealth of Virginia
(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, the sum of ............... dollars, on the first day
of May, 2025, 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 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 fourteen days prior to such May 1 or November 1.
Principal of, premium (if any) 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 in 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 Chemical Bank, as Trustee under the Indenture, or a
successor trustee thereto under the Indenture, shall have signed the form
of certificate endorsed hereon.
In Witness Whereof, The Potomac Edison Company has caused a facsimile
of its corporate seal and the facsimile signatures of its duly authorized
officers to be hereto affixed.
<PAGE>
Dated:
The Potomac Edison Company
By
President
Attest:
.....................................................
Secretary
[Form of Trustee's Certificate]
This Bond is one of the Bonds, of the series designated therein,
described in the within-mentioned Indenture and Ninety-first Supplemental
Indenture.
Chemical Bank,
as Trustee,
By
Authorized Officer
[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 October 1, 1944, executed by
the Company to Chemical Bank & Trust Company, as Trustee (said indenture
being herein called the "Indenture"), under which Indenture Chemical Bank
(herein called the "Trustee") is successor Trustee and under which
Indenture Thomas J. Foley is individual trustee (herein called the
"Individual Trustee", the Trustee and Individual Trustee being herein
collectively called the "Trustees"), by virtue of the Fifty-sixth
Supplemental Indenture dated as of May 31, 1974, to which Indenture and
all indentures supplemental thereto (including without limitation the
Fifteenth Supplemental Indenture dated as of April 1, 1951, the
Twenty-eighth Supplemental Indenture dated as of May 1, 1957, the Fortieth
Supplemental Indenture dated as of May 1, 1966, the Fifty-fifth
Supplemental Indenture dated as of May 31, 1974, the Seventy-sixth
Supplemental Indenture dated as of June 1, 1989, the Seventy-eighth
Supplemental Indenture dated as of June 1, 1990, the Eighty-first
Supplemental Indenture dated as of August 1, 1991, the Eighty-second
Supplemental Indenture dated as of December 1, 1991, the Eighty-fourth
Supplemental Indenture dated as of December 1, 1992, the Eighty-fifth
Supplemental Indenture dated as of February 1, 1993, the Eighty-sixth
Supplemental Indenture dated as of March 1, 1993, the Eighty-eighth
Supplemental Indenture dated as of June 1, 1994, the Ninetieth
Supplemental Indenture dated as of May 1, 1995, and the Ninety-first
Supplemental Indenture hereinafter referred to) reference is hereby made
for a description of the properties transferred and pledged, the nature
and extent of the security, the rights of the bearers or registered owners
of the Bonds and of the Trustees with 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
<PAGE>
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 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 modifications or alterations, 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 in the
Indenture provided. This Bond is one of a series designated as the "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 "Ninety-
first Supplemental Indenture"), dated as of May 1, 1995, executed by the
Company to the Trustees.
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 103.263% 2011 101.305%
2006 102.937 2012 100.979
2007 102.610 2013 100.653
2008 102.284 2014 100.326
2009 101.958 2015 and thereafter 100.000
2010 101.632
</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 Ninety-first 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 ($800,000) 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, by
first class mail, postage prepaid, not less than thirty and not 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.
<PAGE>
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
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 form and 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, 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 or 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.
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. Such Bonds of 2025 Series in temporary form may, in
lieu of the statement of the specific redemption prices required to be set
forth in such Bonds in definitive form, include a reference to this
Supplemental Indenture for a statement of such redemption prices.
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 Eighty Million Dollars ($80,000,000), 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.
<PAGE>
Section 2. In case the Company shall desire to exercise its right to
redeem Bonds of 2025 Series, notice of redemption shall be mailed by the
Company, by first class mail 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 1987 Series no longer are
outstanding, the covenant contained in Section 3 of Part V of the
aforesaid Twenty-eighth 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 vote of holders of
Bonds of 2025 Series shall be required under the proviso in said Section
3.
PART V
The Trustees
The Trustee and the Individual Trustee each hereby accepts the trust
hereby declared and provided, and agrees to perform the same upon the
terms and conditions in the Original Indenture, as heretofore supplemented
and as supplemented by this Supplemental Indenture, and upon the following
terms and conditions:
Neither the Trustee nor the Individual Trustee shall 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.
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.
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.
<PAGE>
IN WITNESS WHEREOF, said The Potomac Edison 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 Chemical Bank, 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 to be attested by one of its Trust Officers; and said Thomas J.
Foley, as Individual Trustee as aforesaid, in evidence of his acceptance
of the trust hereby created, has hereunto set his hand and seal; all as of
the first day of May, One thousand nine hundred and ninety-five.
THE POTOMAC EDISON COMPANY
By KLAUS BERGMAN
Klaus Bergman
Chief Executive Officer
[Seal]
Attested:
NANCY L. CAMPBELL
Nancy L. Campbell
Assistant Secretary
Signed, sealed and delivered by
The Potomac Edison Company
in the presence of:
MARIA TEUSABA
Maria Teusaba
As Witness
JUTTA S. FEUERSTEIN
Jutta S. Feuerstein
As Witness
<PAGE>
Chemical Bank,
As Trustee as aforesaid,
By PAUL J. GILKESON
Paul J. Gilkeson
Vice President
Attested:
YVONNE D. BENN
Yvonne D. Benn
Trust Officer
Signed, sealed and delivered by
Chemical Bank in the
presence of:
P. KELLY
P. Kelly
As Witness
By THOMAS J. FOLEY
Thomas J. Foley
As Individual Trustee as aforesaid
Signed, sealed and delivered
by Thomas J. Foley in the
presence of:
P. KELLY
P. Kelly
As Witness
<PAGE>
State of New York
County of New York, to wit:
I, Nancy Howes Gormley, a Notary Public of the State of New York, in
and for the County of New York, do certify that on this 15th day of May in
the year 1995 before me, the subscriber, personally appeared Klaus
Bergman, Chief Executive Officer of The Potomac Edison 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 15th day of May, 1995.
NANCY HOWES GORMLEY
Nancy Howes Gormley
Notary Public
Nancy Howes Gormley
[Notarial Seal] Notary Public, State of New York
No. 02GO4899619
Qualified in Suffolk County
Commission Expires June 15, 1996
State of New York
County of New York, to wit:
I, Annabelle DeLuca, a Notary Public of the State of New York, in
and for the County of New York, do certify that on this 15th day of May in
the year 1995 before me, the subscriber, personally appeared, Paul J.
Gilkeson, a Vice President of Chemical Bank, a corporation, who signed the
writing above, bearing date as of the 1st day 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 15th day of May, 1995.
ANNABELLE DeLUCA
Annabelle DeLuca
Notary Public
Annabelle DeLuca
[Notarial Seal] Notary Public, State of New York
No. 01DE5013759
Qualified in Kings County
Certificate Filed in New York County
Commission Expires July 15, 1995
<PAGE>
State of New York
County of New York, to wit:
I, Annabelle DeLuca, a Notary Public of the State of New York, in
and for the County of New York, do certify that on this 15th day of May in
the year 1995 before me, the subscriber, personally appeared Thomas J. Foley,
known to me to be the person who signed the writing above, bearing date as
of the 1st day of May, 1995, and has this day in my said County, before
me, acknowledged the said writing to be his act and deed.
Given under my hand and notarial seal this 15th day of May, 1995.
ANNABELLE DeLUCA
Annabelle DeLuca
Notary Public
Annabelle DeLuca
[Notarial Seal] Notary Public, State of New York
No. 01DE5013759
Qualified in Kings County
Certificate Filed in New York County
Commission Expires July 15, 1995
State of New York
} ss:
County of New York
Paul J. Gilkeson, of full age, being duly sworn according to law, on
his oath deposes and says: that Chemical Bank, a corporation organized and
existing under the laws of the State of New York, is the Trustee named in
the foregoing Supplemental Indenture, dated as of May 1, 1995; that
deponent is a Vice President 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.
PAUL J. GILKESON
Paul J. Gilkeson
Vice President
Subscribed and sworn to before me
this 15th day of May, 1995.
<TABLE>
<CAPTION>
THE POTOMAC EDISON COMPANY
COMPUTATION IN SUPPORT OF RATIO OF EARNINGS TO FIXED CHARGES
(DOLLAR AMOUNTS IN THOUSANDS)
12 Months Ended Year Ended
3/31/95 12/31/94
Earnings:
<S> <C> <C>
Net income $77,815 $81,983
Fixed charges (see below) 49,017 47,329
Income taxes 31,751 34,339
Total Earnings $158,583 $163,651
Fixed Charges:
Interest on long-term debt $46,277 $44,706
Other interest 1,786 1,750
Estimated interest component
of rentals 954 873
Total Fixed Charges $49,017 $47,329
Ratio of Earnings to Fixed Charges 3.24 3.46
</TABLE>
