As filed with the Securities and Exchange Commission on June 16, 1995.
Registration No. 33-59493
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE POTOMAC EDISON COMPANY
(Exact name of registrant as specified in its charter)
MARYLAND AND VIRGINIA 13-5323955
(State of incorporation) (I.R.S. Employer
Identification No.)
10435 Downsville Pike
Hagerstown, MD 21740-1766
(301) 790-3400
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
NANCY H. GORMLEY, Esq.
Vice President
Allegheny Power System, Inc.
12 East 49th Street
New York, New York 10017
(212) 752-2121
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
ROBERT E. BUCKHOLZ, JR., Esq. JONATHAN I. MARK, Esq.
Sullivan & Cromwell Cahill Gordon & Reindel
125 Broad Street 80 Pine Street
New York, New York 10004 New York, New York 10005
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. [ ]
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.
[X]
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.
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such State.
<PAGE>
PROSPECTUS
SUBJECT TO COMPLETION, DATED JUNE 16, 1995
THE POTOMAC EDISON COMPANY
DEBT SECURITIES
The Potomac Edison Company (the "Company") may offer and
sell, from time to time in one or more series, or all at one time in one
or more series, up to $61,834,900 aggregate principal amount of its debt
securities (the "Debt Securities") at prices and on terms to be
determined at the time of sale. This Prospectus will be supplemented by
one or more prospectus supplements ("Prospectus Supplement") which will
set forth for each offering of Debt Securities, the aggregate principal
amount, maturity, interest rate (or method of calculating the interest
rate), any redemption provisions, any subordination provisions, offering
price, any listing on a securities exchange, proceeds to the Company,
and any other specific terms of the particular series of Debt
Securities. Unless otherwise provided in a Prospectus Supplement, the
sale of one series of Debt Securities will not be contingent upon the
sale of any other series of Debt Securities.
The Company may sell Debt Securities to or through
underwriters, and also may sell Debt Securities directly to other
purchasers or through agents. The Prospectus Supplement will set forth
the names of any underwriters or agents involved in the sale of the Debt
Securities in respect of which this Prospectus is being delivered, the
principal amounts, if any, to be purchased by underwriters and the
compensation, if any, of such underwriters or agents. See "Plan of
Distribution".
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is June , 1995
<PAGE>
AVAILABLE INFORMATION
The Potomac Edison Company (the "Company"), 10435 Downsville
Pike, Hagerstown, Maryland 21740-1766 (tel. 301-790-3400), is subject to
the informational requirements of the Securities Exchange Act of 1934
and in accordance therewith files reports and other information with the
Securities and Exchange Commission (the "Commission"). Such reports and
other information filed by the Company can be inspected at the public
reference facilities of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549; 500 West Madison Street, Chicago, Illinois
60661; and 7 World Trade Center, New York, New York 10048. Copies of
such material can be obtained from the Public Reference Section of the
Commission at prescribed rates. Requests should be directed to the
Commission's Public Reference Section, 450 Fifth Street, N.W.,
Washington, D.C. 20549. Certain securities of the Company are listed
on the Philadelphia Stock Exchange, and reports and other information
concerning the Company can be inspected at the offices of such Exchange.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the
Company with the Commission pursuant to the Securities Exchange Act of
1934, are hereby incorporated by reference in this Prospectus:
(i) The Annual Report of the Company on Form 10-K for the
year ended December 31, 1994 (the "Annual Report");
(ii) Report on Form 8-K dated February 15, 1995;
(iii) The Quarterly Report of the Company on Form 10-Q for
the Quarter ended March 31, 1995;
(iv) Report on Form 8-K dated May 12, 1995; and
(v) Report on Form 8-K dated May 17, 1995.
All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after
the date of this Prospectus and prior to the termination of the offering
of the Securities offered hereby shall be deemed to be incorporated in
this Prospectus by reference and to be a part hereof from the date of
filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any subsequently
filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as modified or
superseded, to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to
each person to whom a copy of this Prospectus has been delivered, on the
written or oral request of any such person, a copy of any or all of the
<PAGE>
documents referred to above which have been or may be incorporated by
reference in this Prospectus, other than exhibits to such documents.
Requests for such copies should be directed to: The Potomac Edison
Company, 10435 Downsville Pike, Hagerstown, Maryland 21740-1766,
Attention: Mr. Dale F. Zimmerman, Secretary and Treasurer (tel. 301-790-
6240).
THE COMPANY
The Company, incorporated in Maryland in 1923 and in
Virginia in 1974, is an electric utility operating in portions of
Maryland, Virginia and West Virginia. It also owns generating capacity
in Pennsylvania. The Company is a wholly-owned subsidiary of Allegheny
Power System, Inc. and, together with Monongahela Power Company
("Monongahela"), West Penn Power Company ("West Penn") and Allegheny
Generating Company ("AGC") (collectively, the "affiliates"), makes up
the Allegheny Power integrated electric utility system (the "System").
The Company owns 28% of the common stock of AGC, and Monongahela and
West Penn own the remainder of AGC's common stock. AGC owns an
undivided 40% interest (840 MW) in a pumped-storage hydroelectric
station in Bath County, Virginia, which is operated by an unaffiliated
company.
SELECTED INFORMATION
The following selected information is qualified in its
entirety by the detailed information appearing elsewhere in this
Prospectus and by the information and financial statements (including
the notes thereto) appearing in the documents incorporated in this
Prospectus by reference.
<TABLE>
<CAPTION>
12 Months Ended Years Ended December 31,
March 31, 1995 1994 1993 1992 1991 1990
Generating capability at end of
period (KW in Thousands):
Company-owned:
<S> <C> <C> <C> <C> <C> <C>
Coal-fired.................................... 1,831 1,831 1,831 1,831 1,831 1,831
Pumped-storage (a)............................ 235 235 235 235 235 235
Hydro......................................... 6 6 10 10 11 10
Maximum hour peak demand
(KW in Thousands)................................ 2,431 2,595 2,233 1,987 1,915 1,930
Sales (kWh in Millions):
Retail customers................................. 11,553 11,691 11,432 10,755 10,549 10,309
Nonaffiliated utilities (b)...................... 3,116 3,194 3,861 5,394 5,649 6,818
Other, including affiliates (b).................. 640 654 649 617 615 594
Customers (at end of period)...................... 363,559 361,355 354,288 346,740 338,870 332,006
(a) Capacity entitlement through percentage ownership of AGC.
(b) Amount for 1990 has been reclassified for comparative purposes to
reflect a change in a Federal Energy Regulatory
Commission classification.
</TABLE>
<TABLE>
<CAPTION>
CAPITALIZATION
March 31, 1995 December 31, 1994
Amount Percent Amount Percent
(Thousands of Dollars) (Thousands of Dollars)
<S> <C> <C> <C> <C>
Common Stock, Other Paid-in Capital, and Retained Earnings..... $ 667,207 50.1% $ 658,146 49.7%
Preferred Stock:
Not Subject to Mandatory Redemption.......................... 36,378 2.7 36,378 2.7
Subject to Mandatory Redemption.............................. 24,257 1.8 25,200 1.9
Long-Term Debt................................................. 604,119 45.4 604,749 45.7
Total Capitalization................................... $1,331,961 100.0% $1,324,473 100.0%
</TABLE>
<TABLE>
<CAPTION>
INCOME STATEMENT SUMMARY
The following summary income information as to the years ended
December 31, 1990 through 1994 and the twelve months ended March 31, 1995
should be read in conjunction with the audited Financial Statements
contained in the Annual Report. The unaudited income information for the
twelve months ended March 31, 1995 reflects all adjustments (which
consist only of normal recurring adjustments) which in the Company's opinion
are necessary for a fair presentation of that period.
12 Months Ended Years Ended December 31,
March 31, 1995 1994* 1993 1992 1991 1990
(Thousands of Dollars) (Thousands of Dollars)
Income Statement Data:
<S> <C> <C> <C> <C> <C> <C>
Total Operating Revenues**............. $ 754,064 $ 759,365 $ 712,585 $ 687,887 $ 674,077 $ 697,544
Operating Income....................... 109,955 112,322 101,716 92,148 82,113 80,757
Income Before Interest
Charges.............................. 123,949 126,236 114,464 104,704 93,587 93,286
Interest Charges....................... 46,134 44,253 40,997 37,228 35,346 31,706
Income Before Cumulative Effect
of Accounting Change................. 77,815 81,983 73,467 67,476 58,241 61,580
Cumulative Effect of Accounting Change. - 16,471 - - - -
Net Income............................. 77,815 98,454 73,467 67,476 58,241 61,580
Ratio of Earnings to Fixed
Charges.............................. 3.24 3.46 3.34 3.40 3.20 3.56
* Income Statement Data includes the cumulative effect of an accounting
change to record unbilled revenues recorded in the first quarter of
1994. The Ratio of Earnings to Fixed Charges is
before the cumulative effect of the accounting change.
** Amount for 1990 has been reclassified for comparative purposes to
reflect a change in a Federal Energy Regulatory Commission
classification.
</TABLE>
USE OF PROCEEDS
The net proceeds from the sale of the Debt Securities will be
used to redeem or tender for outstanding preferred stock.
<TABLE>
<CAPTION>
CONSTRUCTION AND FINANCING
Construction expenditures by the Company in 1994 amounted to $143
million and for 1995 and 1996 are expected to aggregate $92
million and $98 million, respectively. In 1994, these expenditures included
$51 million for environmental control technology, of which $39
million was for compliance with the Clean Air Act Amendments of 1990
(the "CAAA"). The 1995 and 1996 estimated expenditures include
$29 million and $19 million, respectively, for environmental control
technology, of which $12 million and $5 million, respectively, are to
cover costs of compliance with the CAAA. Allowance for funds used during
construction (AFUDC)(shown below) has been reduced for carrying charges
on CAAA expenditures that are being collected through currently approved base
rates.
1994 1995 1996
(Millions of Dollars)
<S> <C> <C> <C>
Generation.............................................. $ 55.6 $ 31.3 $ 29.7
Transmission and Distribution........................... 81.3 58.4 64.9
Other................................................... 5.9 2.6 3.6
Total............................................. $142.8 $ 92.3 $ 98.2
Allowance for Funds used During Construction
Included Above........................................ $ 5.9 $ 2.1 $ 1.8
</TABLE>
In connection with its construction and demand-side
management programs, the Company must make estimates of the availability
and cost of capital as well as the future demands of its customers that
are necessarily 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. As
a result, the Company's future plans are subject to continuing review
and substantial change.
The Company has financed its construction program through
internally generated funds, first mortgage bond and preferred stock
issues, pollution control and solid waste disposal notes, instalment
loans, long-term lease arrangements, equity investments by its parent,
and, where necessary, interim short-term debt. The future ability of
the Company to finance its construction program by these means depends
on many factors, including creditworthiness, rate levels sufficient to
provide internally generated funds and adequate revenues to produce a
satisfactory return on the common equity portion of the Company's
capital structure and to support the issuance of senior and other
securities.
<PAGE>
DESCRIPTION OF DEBT SECURITIES
General
The Debt Securities may be issued in one or more series under an
Indenture to be dated as of May 31, 1995, between the Company and The
Bank of New York, as Trustee (the "Trustee"). The following summary
does not purport to be complete and is subject in all respects to the
provisions of, and is qualified in its entirety by reference to, the
Indenture and the Debt Securities, the forms of which are filed, or will
be filed, as exhibits to the registration statement of which this
Prospectus forms a part, or as an exhibit to a Report on Form 8-K to be
incorporated by reference in such Prospectus. Whenever particular
provisions or defined terms in such documents are referred to herein or
in a Prospectus Supplement, such provisions or terms are incorporated by
reference herein or therein, as the case may be.
The Debt Securities will be unsecured obligations of the Company
and, unless otherwise provided in a Prospectus Supplement relating to a
particular series of Debt Securities, will be subordinated obligations
of the Company.
Reference is made to the Prospectus Supplement relating to any
particular issue of Debt Securities for the following terms: (1) the
title of such Debt Securities; (2) any limit on the aggregate principal
amount of such Debt Securities or the series of which they are a part;
(3) the date or dates on which the principal of any of such Debt
Securities will be payable; (4) the rate or rates at which any of such
Debt Securities will bear interest, if any, the date or dates from which
any such interest will accrue, the Interest Payment Dates on which any
such interest will be payable, including the right, if any, to defer the
payment of interest, and the Regular Record Date for any such interest
payable on any Interest Payment Date; (5) the place or places where the
principal of and any premium and interest on any of such Debt Securities
will be payable; (6) the period or periods within which, the price or
prices at which and the terms and conditions on which any of such Debt
Securities may be redeemed, in whole or in part, at the option of the
Company; (7) the obligation, if any, of the Company to redeem or
purchase any of such Debt Securities pursuant to any sinking fund or
analogous provision or at the option of the Holder thereof, and the
period or periods within which, the price or prices at which and the
terms and conditions on which any of such Debt Securities will be
redeemed or purchased, in whole or in part, pursuant to any such
obligation; (8) the denominations in which any of such Debt Securities
will be issuable, if other than denominations of $1,000 and any integral
multiple thereof; (9) if the amount of principal of or any premium or
interest on any of such Debt Securities may be determined with reference
to an index or pursuant to a formula, the manner in which such amounts
will be determined; (10) if other than the currency of the United States
of America, the currency, currencies, or currency units in which the
principal of or any premium or interest on any of such Debt Securities
will be payable and the manner of determining the equivalent thereof in
<PAGE>
the currency of the United States of America for any purpose, including
for purposes of determining the principal amount deemed to be
Outstanding at any time; (11) if the principal of or any premium or
interest on any of such Debt Securities is to be payable, at the
election of the Company or the Holder thereof, in one or more currencies
or currency units other than those in which such Debt Securities are
stated to be payable, the currency, currencies or currency units in
which payment of any such amount as to which such election is made will
be payable, the periods within which and the terms and conditions upon
which such election is to be made and the amount so payable (or the
manner in which such amount is to be determined); (12) if other than the
entire principal amount thereof, the portion of the principal amount of
any of such Debt Securities which will be payable upon declaration of
acceleration of the Maturity thereof; (13) if the principal amount
payable at the Stated Maturity of any of such Debt Securities will not
be determinable as of any one or more dates prior to the Stated
Maturity, the amount which will be deemed to be such principal amount as
of any such date for any purpose, including the principal amount thereof
which will be due and payable upon any Maturity other than the Stated
Maturity or which will be deemed to be Outstanding as of any such date
(or, in any such case, the manner in which such deemed principal amount
is to be determined); (14) if applicable, that such Debt Securities, in
whole or any specified part, are defeasible pursuant to the provisions
of the Indenture described under "Defeasance and Covenant Defeasance -
Defeasance and Discharge" or "Defeasance and Covenant Defeasance -
Defeasance of Certain Covenants," or under both such captions; (15)
whether any of such Debt Securities will be issuable in whole or in part
in the form of one or more Global Securities and, if so, the respective
Depositaries for such Global Securities, the form of any legend or
legends to be borne by any such Global Security in addition to or in
lieu of the legend referred to under "Global Securities" and any
transfer of such Global Security in whole or in part may be registered,
in the names of Persons other than the Depositary for such Global
Security or its nominee; (16) any addition to or change in the Events of
Default applicable to any of such Debt Securities and any change in the
right of the Trustee or the Holders to declare the principal amount of
any of such Debt Securities due and payable; (17) any addition to or
change in the covenants in the Indenture; and (18) any other terms of
such Debt Securities not inconsistent with the provisions of the
Indenture. (Section 301).
Debt Securities, including Original Issue Discount Securities, may
be sold at a substantial discount below their principal amount. Certain
special United States federal income tax considerations (if any)
applicable to Debt Securities sold at an original issue discount may be
described in the applicable Prospectus Supplement. In addition, certain
special United States federal income tax or other considerations (if
any) applicable to any Debt Securities which are denominated in a
currency or currency unit other than United States dollars may be
described in the applicable Prospectus Supplement.
<PAGE>
Prospective purchasers of Debt Securities should refer to the
applicable Prospectus Supplement for information concerning whether the
covenants contained in the Indenture would afford holders of such Debt
Securities protection in the event of a highly leveraged transaction
involving the Company.
Subordination
The Indenture provides that, unless otherwise provided in a
supplemental indenture or a Board Resolution and described in the
applicable Prospectus Supplement, the Debt Securities will be
subordinate and subject in right of payment to the prior payment in full
of all Senior Debt of the Company, whether outstanding as of the date of
the Indenture or thereafter incurred. (Section 1401). The balance of
the information under this section assumes that the relevant
supplemental indenture or Board Resolution results in the corresponding
series of Debt Securities being subordinated obligations of the Company.
No payment of principal of (including redemption and sinking fund
payments), premium, if any, or interest on, the Debt Securities may be
made if any Senior Debt is not paid when due, any applicable grace
period with respect to such default has ended and such default has not
been cured or waived, or if the maturity of any Senior Debt has been
accelerated because of a default. (Section 1402). Upon any
distribution of assets of the Company to creditors upon any dissolution,
winding-up, liquidation or reorganization, whether voluntary or
involuntary or in bankruptcy, insolvency, receivership or other
proceedings, all principal of, and premium, if any, and interest due or
to become due on, all Senior Debt must be paid in full before the
holders of the Debt Securities are entitled to receive or retain any
payment. (Section 1403). Subject to the payment in full of all Senior
Debt, the rights of the holders of the Debt Securities will be
subrogated to the rights of the holders of Senior Debt to receive
payments or distributions applicable to Senior Debt until all amounts
owing on the Debt Securities are paid in full. (Section 1404).
The term "Senior Debt" shall mean the principal of, premium, if
any, interest on and any other payment due pursuant to any of the
following, whether outstanding at the date of execution of the Indenture
or thereafter incurred, created or assumed:
(a) all indebtedness of the Company evidenced by notes,
debentures, bonds, or other securities sold by the Company for
money, including all first mortgage bonds of the Company
outstanding from time to time;
(b) all indebtedness of others of the kinds described in the
preceding clause (a) assumed by or guaranteed in any manner by the
Company, including through an agreement to purchase, contingent or
otherwise; and
<PAGE>
(c) all renewals, extensions, or refundings of indebtedness
of the kinds described in any of the preceding clauses (a) and
(b);
unless, in the case of any particular indebtedness, renewal, extension
or refunding, the instrument creating or evidencing the same or the
assumption or guarantee of the same expressly provides that such
indebtedness, renewal, extension or refunding is not superior in right
of payment to or is pari passu with the Debt Securities. (Section 101).
The Indenture does not limit the aggregate amount of Senior Debt
that the Company may issue. As of March 31, 1995, outstanding Senior
Debt of the Company aggregated approximately $604 million.
Form, Exchange, and Transfer
The Debt Securities of each series will be issuable only in fully
registered form without coupons and, unless otherwise specified in the
applicable Prospectus Supplement, in denominations of $1,000 and any
integral multiple thereof. (Section 302).
At the option of the Holder, subject to the terms of the Indenture
and the limitations applicable to Global Securities, Debt Securities of
any series will be exchangeable for other Debt Securities of the same
series, of any authorized denomination and of like tenor and aggregate
principal amount. (Section 305).
Subject to the terms of the Indenture and the limitations
applicable to Global Securities, Debt Securities may be presented for
exchange as provided above or for registration of transfer (duly
endorsed or with the form of transfer endorsed thereon duly executed) at
the office of the Security Registrar or at the office of any transfer
agent designated by the Company for such purpose. No service charge
will be made for any registration of transfer or exchange of Debt
Securities, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection
therewith. Such transfer or exchange will be effected upon the Security
Registrar or such transfer agent, as the case may be, being satisfied
with the documents of title and identity of the person making the
request. The Company has appointed the Trustee as Security Registrar.
Any transfer agent (in addition to the Security Registrar) initially
designated by the Company for any Debt Securities will be named in the
applicable Prospectus Supplement. (Section 305). The Company may at any
time designate additional transfer agents or rescind the designation of
any transfer agent or approve a change in the office through which any
transfer agent acts, except that the Company will be required to
maintain a transfer agent in each Place of Payment for the Debt
Securities of each series. (Section 1002).
If the Debt Securities of any series (or of any series and
specified tenor) are to be redeemed in part, the Company will not be
required to (i) issue, register the transfer of, or exchange any Debt
<PAGE>
Security of that series (or of that series and specified tenor, as the
case may be) during a period beginning at the opening of business 15
days before the day of mailing of a notice of redemption of any such
Debt Security that may be selected for redemption and ending at the
close of business on the day of such mailing or (ii) register the
transfer of or exchange any Debt Security so selected for redemption, in
whole or in part, except the unredeemed portion of any such Debt
Security being redeemed in part. (Section 305).
Global Securities
Some or all of the Debt Securities of any series may be
represented, in whole or in part, by one or more Global Securities which
will have an aggregate principal amount equal to that of the Debt
Securities represented thereby. Each Global Security will be registered
in the name of a Depositary or a nominee thereof identified in the
applicable Prospectus Supplement, will be deposited with such Depositary
or nominee or a custodian therefor and will bear a legend regarding the
restrictions on exchanges and registration of transfer thereof referred
to below and any such other matters as may be provided for pursuant to
the Indenture.
Notwithstanding any provision of the Indenture or any Debt
Security described herein, no Global Security may be exchanged in whole
or in part for Debt Securities registered, and no transfer of a Global
Security in whole or in part may be registered, in the name of any
Person other than the Depositary for such Global Security or any nominee
of such Depositary unless (i) the Depositary has notified the Company
that it is unwilling or unable to continue as Depositary for such Global
Security or has ceased to be qualified to act as such as required by the
Indenture, (ii) there shall have occurred and be continuing an Event of
Default with respect to the Debt Securities represented by such Global
Security or (iii) there shall exist such circumstances, if any, in
addition to or in lieu of those described above as may be described in
the applicable Prospectus Supplement. All securities issued in exchange
for a Global Security or any portion thereof will be registered in such
names as the Depositary may direct. (Sections 204 and 305).
As long as the Depositary, or its nominee, is the registered
Holder of a Global Security, the Depositary or such nominee, as the case
may be, will be considered the sole owner and Holder of such Global
Security and the Debt Securities represented thereby for all purposes
under the Debt Securities and the Indenture. Except in the limited
circumstances referred to above, owners of beneficial interests in a
Global Security will not be entitled to have such Global Security or any
Debt Securities represented thereby registered in their names, will not
receive or be entitled to receive physical delivery of certificated Debt
Securities in exchange therefor and will not be considered to be the
owners or Holders of such Global Security or any Debt Securities
represented thereby for any purpose under the Debt Securities or the
Indenture. All payments of principal of and any premium and interest on
a Global Security will be made to the Depositary or its nominee, as the
<PAGE>
case may be, as the Holder thereof. The laws of some jurisdictions
require that certain purchasers of securities take physical delivery of
such securities in definitive form. These laws may impair the ability
to transfer beneficial interests in a Global Security.
Ownership of beneficial interests in a Global Security will be
limited to institutions that have accounts with the Depositary or its
nominee ("participants") and to persons that may hold beneficial
interests through participants. In connection with the issuance of any
Global Security, the Depositary will credit, on its book-entry
registration and transfer system, the respective principal amounts of
Debt Securities represented by the Global Security to the accounts of
its participants. Ownership of beneficial interests in a Global
Security will be shown only on, and the transfer of those ownership
interests will be effected only through, records maintained by the
Depositary (with respect to participants' interests) or such
participants (with respect to interests of persons held by such
participants on their behalf). Payments, transfers, exchanges, and
other matters relating to beneficial interests in a Global Security may
be subject to various policies and procedures adopted by the Depositary
from time to time. None of the Company, the Trustee or any agent of the
Company or the Trustee will have any responsibility or liability for any
aspect of the Depositary's or any participant's records relating to, or
for payments made on account of, beneficial interests in a Global
Security, or for maintaining, supervising, or reviewing any records
relating to such beneficial interests.
Secondary trading in notes and debentures of corporate issuers is
generally settled in clearing-house or next-day funds. In contrast,
beneficial interests in a Global Security, in some cases, may trade in
the Depositary's same-day funds settlement system, in which secondary
market trading activity in those beneficial interests would be required
by the Depositary to settle in immediately available funds. There is no
assurance as to the effect, if any, that settlement in immediately
available funds would have on trading activity in such beneficial
interests. Also, settlement for purchases of beneficial interests in a
Global Security upon the original issuance thereof may be required to be
made in immediately available funds.
Payment and Paying Agents
Unless otherwise indicated in the applicable Prospectus
Supplement, payment of interest on a Debt Security on any Interest
Payment Date will be made to the Person in whose name such Debt Security
(or one or more Predecessor Debt Securities) is registered at the close
of business on the Regular Record Date for such interest. (Section 307).
Unless otherwise indicated in the applicable Prospectus
Supplement, principal of and any premium and interest on the Debt
Securities of a particular series will be payable at the office of such
Paying Agent or Paying Agents as the Company may designate for such
purpose from time to time, except that at the option of the Company
<PAGE>
payment of any interest may be made by check mailed to the address of
the Person entitled thereto as such address appears in the Security
Register. Unless otherwise indicated in the applicable Prospectus
Supplement, the principal corporate trust office of The Bank of New York
will be designated as the Company's sole Paying Agent for payments with
respect to Debt Securities of each series. Any other Paying Agents
initially designated by the Company for the Debt Securities of a
particular series will be named in the applicable Prospectus Supplement.
The Company may at any time designate additional Paying Agents or
rescind the designation of any Paying Agent or approve a change in the
office through which any Paying Agent acts, except that the Company will
be required to maintain a Paying Agent in each Place of Payment for the
Debt Securities of a particular series. (Section 1002).
All moneys paid by the Company to a Paying Agent for the payment
of the principal of or any premium or interest on any Debt Security
which remain unclaimed at the end of two years after such principal,
premium or interest has become due and payable will be repaid to the
Company, and the Holder of such Debt Security thereafter may look only
to the Company for payment thereof. (Section 1003).
Consolidation, Merger, and Sale of Assets
The Company may not consolidate with or merge into any other
Person or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, and may not permit any
Person to consolidate with or merge into the Company or convey,
transfer, or lease its properties and assets substantially as an
entirety to the Company, unless (i) the successor Person (if any) is a
corporation, partnership, trust or other entity organized and validly
existing under the laws of any domestic jurisdiction and assumes the
Company's obligations on the Debt Securities and under the Indenture,
(ii) immediately after giving effect to the transaction, no Event of
Default, and no event which, after notice or lapse of time or both,
would become an Event of Default, shall have occurred and be continuing
and (iii) certain other conditions are met. (Section 801).
Events of Default
Each of the following will constitute an Event of Default under
the Indenture with respect to Debt Securities of any series: (a) failure
to pay principal of or any premium on any Debt Security of that series
when due; (b) failure to pay any interest on any Debt Securities of that
series when due, continued for 30 days; (c) failure to deposit any
sinking fund payment, when due, in respect of any Debt Security of that
series; (d) failure to perform any other covenant of the Company in the
Indenture (other than a covenant included in the Indenture solely for
the benefit of a series other than that series), continued for 60 days
after written notice has been given by the Trustee, or the Holders of at
least 10% in principal amount of the Outstanding Debt Securities of that
series, as provided in the Indenture; provided, however, that no notice
by the Trustee to the Holders of such an occurrence shall be given until
<PAGE>
at least 30 days after the occurrence of such failure to perform; and
(e) certain events in bankruptcy, insolvency or reorganization. (Section
501).
If an Event of Default (other than an Event of Default described
in clause (e) above) with respect to the Debt Securities of any series
at the time Outstanding shall occur and be continuing, either the
Trustee or the Holders of at least 25% in aggregate principal amount of
the Outstanding Debt Securities of that series by notice as provided in
the Indenture may declare the principal amount of the Debt Securities of
that series (or, in the case of any Debt Security that is an Original
Issue Discount Security or the principal amount of which is not then
determinable, such portion of the principal amount of such Debt
Security, or such other amount in lieu of such principal amount, as may
be specified in the terms of such Debt Security) to be due and payable
immediately. If an Event of Default described in clause (e) above with
respect to the Debt Securities of any series at the time Outstanding
shall occur, the principal amount of all the Debt Securities of that
series (or, in the case of any such Original Issue Discount Debt
Security or other Debt Security, such specified amount) will
automatically, and without any action by the Trustee or any Holder,
become immediately due and payable. After any such acceleration, but
before a judgment or decree based on acceleration, the Holders of a
majority in aggregate principal amount of the Outstanding Debt
Securities of that series may, under certain circumstances, rescind and
annul such acceleration if all Events of Default, other than the non-
payment of accelerated principal (or other specified amount), have been
cured or waived as provided in the Indenture. (Section 502). For
information as to waiver of defaults, see "Modification and Waiver."
Subject to the provisions of the Indenture relating to the duties
of the Trustee in case an Event of Default shall occur and be
continuing, the Trustee will be under no obligation to exercise any of
its rights or powers under the Indenture at the request or direction of
any of the Holders, unless such Holders shall have offered to the
Trustee reasonable indemnity. (Section 603). Subject to such provisions
for the indemnification of the Trustee, the Holders of a majority in
principal amount of the Outstanding Debt Securities of any series will
have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any
trust or power conferred on the Trustee, with respect to the Debt
Securities of that series. (Section 512).
No Holder of a Debt Security of any series will have any right to
institute any proceeding with respect to the Indenture, or for the
appointment of a receiver or a trustee, or for any other remedy
thereunder, unless (i) such Holder has previously given to the Trustee
written notice of a continuing Event of Default with respect to the Debt
Securities of that series, (ii) the Holders of at least 25% in aggregate
principal amount of the Outstanding Debt Securities of that series have
made written request, and such Holder or Holders have offered reasonable
indemnity, to the Trustee to institute such proceeding as trustee and
<PAGE>
(iii) the Trustee has failed to institute such proceeding, and has not
received from the Holders of a majority in aggregate principal amount of
the Outstanding Debt Securities of that series a direction inconsistent
with such request, within 60 days after such notice, request and offer.
(Section 507). However, such limitations do not apply to a suit
instituted by a Holder of a Debt Security for the enforcement of payment
of the principal of or any premium or interest on such Debt Security on
or after the applicable due date specified in such Debt Security.
(Section 508).
The Company will be required to furnish to the Trustee annually a
statement by certain of its officers as to whether or not the Company,
to their knowledge, is in default in the performance or observance of
any of the terms, provisions and conditions of the Indenture and, if so,
specifying all such known defaults. (Section 1004).
Modification and Waiver
Modifications and amendments of the Indenture may be made by the
Company and the Trustee with the consent of the Holders of not less than
a majority in aggregate principal amount of the Outstanding Debt
Securities of each series affected by such modification or amendment;
provided, however, that no such modification or amendment may, without
the consent of the Holder of each Outstanding Debt Security affected
thereby, (a) change the Stated Maturity of the principal of, or any
instalment of principal of or interest on, any Debt Security, (b) reduce
the principal amount of, or any premium or interest on, any Debt
Security, (c) reduce the amount of principal of an Original Issue
Discount Security or any other Debt Security payable upon acceleration
of the Maturity thereof, (d) change the place or currency of payment of
principal of, or any premium or interest on, any Debt Security, (e)
impair the right to institute suit for the enforcement of any payment on
or with respect to any Debt Security, (f) modify the subordination
provisions in a manner adverse to the Holders of the Debt Securities,
(g) reduce the percentage in principal amount of Outstanding Debt
Securities of any series, the consent of whose Holders is required for
modification or amendment of the Indenture, (h) reduce the percentage in
principal amount of Outstanding Debt Securities of any series necessary
for waiver of compliance with certain provisions of the Indenture or for
waiver of certain defaults or (i) modify such provisions with respect to
modification and waiver. (Section 902).
The Holders of not less than a majority in aggregate principal
amount of the Outstanding Debt Securities of any series may waive
compliance by the Company with certain restrictive provisions of the
Indenture with respect to such series. (Section 1008). The Holders of a
majority in principal amount of the Outstanding Debt Securities of any
series may waive any past default under the Indenture with respect to
such series, except a default in the payment of principal, premium, or
interest and certain covenants and provisions of the Indenture which
cannot be amended without the consent of the Holder of each Outstanding
Debt Security of such series affected. (Section 513).
<PAGE>
The Indenture provides that in determining whether the Holders of
the requisite principal amount of the Outstanding Debt Securities have
given or taken any direction, notice, consent, waiver, or other action
under the Indenture as of any date, (i) the principal amount of an
Original Issue Discount Security that will be deemed to be Outstanding
will be the amount of the principal thereof that would be due and
payable as of such date upon acceleration of the Maturity thereof to
such date, (ii) if, as of such date, the principal amount payable at the
Stated Maturity of a Debt Security is not determinable (for example,
because it is based on an index), the principal amount of such Debt
Security deemed to be Outstanding as of such date will be an amount
determined in the manner prescribed for such Debt Security and (iii) the
principal amount of a Debt Security denominated in one or more foreign
currencies or currency units that will be deemed to be Outstanding will
be the U.S. dollar equivalent, determined as of such date in the manner
prescribed for such Debt Security, of the principal amount of such Debt
Security (or, in the case of a Debt Security described in clause (i) or
(ii) above, of the amount described in such clause). Certain Debt
Securities, including those for whose payment or redemption money has
been deposited or set aside in trust for the Holders and those that have
been fully defeased pursuant to Section 1302, will not be deemed to be
Outstanding. (Section 101).
Except in certain limited circumstances, the Company will be
entitled to set any day as a record date for the purpose of determining
the Holders of Outstanding Debt Securities of any series entitled to
give or take any direction, notice, consent, waiver, or other action
under the Indenture, in the manner and subject to the limitations
provided in the Indenture. In certain limited circumstances, the
Trustee will be entitled to set a record date for action by Holders. If
a record date is set for any action to be taken by Holders of a
particular series, such action may be taken only by persons who are
Holders of Outstanding Debt Securities of that series on the record
date. To be effective, such action must be taken by Holders of the
requisite principal amount of such Debt Securities within a specified
period following the record date. For any particular record date, this
period will be 180 days or such shorter period as may be specified by
the Company (or the Trustee, if it set the record date), and may be
shortened or lengthened (but not beyond 180 days) from time to time.
(Section 104).
Defeasance and Covenant Defeasance
If and to the extent indicated in the applicable Prospectus
Supplement, the Company may elect, at its option at any time, to have
the provisions of Section 1302, relating to defeasance and discharge of
indebtedness, or Section 1303, relating to defeasance of certain
restrictive covenants in the Indenture, applied to the Debt Securities
of any series, or to any specified part of a series. (Section 1301).
Defeasance and Discharge. The Indenture will provide that, upon
the Company's exercise of its option (if any) to have Section 1302
<PAGE>
applied to any Debt Securities, the Company will be discharged from all
its obligations with respect to such Debt Securities (except for certain
obligations to exchange or register the transfer of Debt Securities, to
replace stolen, lost or mutilated Debt Securities, to maintain paying
agencies and to hold moneys for payment in trust) upon the deposit in
trust for the benefit of the Holders of such Debt Securities of money or
U.S. Government Obligations, or both, which, through the payment of
principal and interest in respect thereof in accordance with their
terms, will provide money in an amount sufficient to pay the principal
of and any premium and interest of such Debt Securities on the
respective Stated Maturities in accordance with the terms of the
Indenture and such Debt Securities. Such defeasance or discharge may
occur only if, among other things, the Company has delivered to the
Trustee an Opinion of Counsel to the effect that the Company has
received from, or there has been published by, the United States
Internal Revenue Service a ruling, or there has been a change in tax
law, in either case to the effect that Holders of such Debt Securities
will not recognize gain or loss for federal income tax purposes as a
result of such deposit, defeasance, and discharge and will be subject to
federal income tax on the same amount, in the same manner and at the
same times as would have been the case if such deposit, defeasance and
discharge were not to occur. (Sections 1302 and 1304).
Defeasance of Certain Covenants. The Indenture provides that,
upon the Company's exercise of its option (if any) to have Section 1303
applied to any Debt Securities, the Company may omit to comply with
certain restrictive covenants that may be described in the applicable
Prospectus Supplement, and the occurrence of certain Events of Default,
which are described above in clause (d) (with respect to such
restrictive covenants) in the first paragraph under "Events of Default"
and any that may be described in the applicable Prospectus Supplement,
will be deemed not to be or result in an Event of Default and the
provisions of the Indenture relating to subordination (if otherwise
applicable) will cease to be effective, in each case with respect to
such Debt Securities. The Company, in order to exercise such option,
will be required to deposit, in trust for the benefit of the Holders of
such Debt Securities, money or U.S. Government Obligations, or both,
which, through the payment of principal and interest in respect thereof
in accordance with their terms, will provide money in an amount
sufficient to pay the principal of and any premium and interest on such
Debt Securities on the respective Stated Maturities in accordance with
the terms of the Indenture and such Debt Securities. The Company will
also be required, among other things, to deliver to the Trustee an
Opinion of Counsel to the effect that Holders of such Debt Securities
will not recognize gain or loss for federal income tax purposes as a
result of such deposit and defeasance of certain obligations and will be
subject to federal income tax on the same amount, in the same manner and
at the same times as would have been the case if such deposit and
defeasance were not to occur. In the event the Company exercised this
option with respect to any Debt Securities and such Debt Securities were
declared due and payable because of the occurrence of any Event of
Default, the amount of money and U.S. Government Obligations so
<PAGE>
deposited in trust would be sufficient to pay amounts due on such Debt
Securities at the time of their respective Stated Maturities but may not
be sufficient to pay amounts due on such Debt Securities upon any
acceleration resulting from such Event of Default. In such case, the
Company would remain liable for such payments. (Sections 1303 and 1304).
Notices
Notices to Holders of Debt Securities will be given by mail to the
addresses of such Holders as they may appear in the Security Register.
(Sections 101 and 106).
Title
The Company, the Trustee, and any agent of the Company or the
Trustee may treat the Person in whose name a Debt Security is registered
as the absolute owner thereof (whether or not such Debt Security may be
overdue) for the purpose of making payment and for all other purposes.
(Section 308).
Governing Law
The Indenture and the Debt Securities will be governed by, and
construed in accordance with, the law of the State of New York. (Section
112).
Regarding the Trustee
The Trustee under the Indenture is The Bank of New York. The
Company maintains normal banking arrangements with The Bank of New York.
PLAN OF DISTRIBUTION
The Company will sell the Debt Securities from time to time
through underwriters, dealers or agents in either negotiated or
competitively bid transactions. Any Debt Securities acquired by any
underwriters will be acquired by such underwriters for their own account
and may be resold from time to time in one or more transactions,
including negotiated transactions, at a fixed public offering price, at
market prices prevailing at the time of sale or at varying prices
determined at the time of sale. The underwriter or underwriters with
respect to a particular underwritten offering of Debt Securities will be
named in the Prospectus Supplement relating to such offering and, if an
underwriting syndicate is used, the managing underwriter or underwriters
will be set forth on the cover page of such Prospectus Supplement. The
applicable Prospectus Supplement will also set forth the purchase price
of the Debt Securities offered and the proceeds to the Company from such
sale, any underwriting discounts and other items constituting
underwriters' compensation, any initial public offering price and any
discounts or concessions allowed or reallowed or paid to dealers and
other specific terms of the particular Securities. Underwriters,
<PAGE>
dealers and agents that participate in the distribution of Debt
Securities may be deemed to be underwriters and any discounts or
commissions received by them from the Company and any profit on the
resale of Debt Securities by them may be deemed to be underwriting
discounts and commissions under the Securities Act of 1933.
Unless otherwise set forth in a Prospectus Supplement, the
obligations of the underwriters to purchase any Debt Securities will be
subject to certain conditions precedent, and the underwriters will be
obligated to purchase all of the particular Debt Securities offered
thereby if any are purchased. Underwriters and dealers may be entitled,
under agreements to be entered into with the Company, to indemnification
against certain civil liabilities, including liabilities under the
Securities Act of 1933.
VALIDITY OF THE DEBT SECURITIES
The validity of the Debt Securities offered hereby will be passed
upon for the Company by Sullivan & Cromwell, New York, New York, and for
the underwriters by Cahill Gordon & Reindel, a partnership including a
professional corporation, New York, New York. On matters of local law,
those firms will rely on Robert R. Winter, Esq., Vice President, Legal
Services of the Company.
EXPERTS
The financial statements incorporated in this Prospectus by
reference to the Annual Report have been so incorporated in reliance on
the reports of Price Waterhouse LLP, independent accountants, given on
the authority of said firm as experts in auditing and accounting.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Estimated
Amounts
Filing fee
[S] [C]
Securities and Exchange Commission-1933 Act.................... $ 21,323*
Securities and Exchange Commission-1935 Act.................... $ 667*
Rating agency fees............................................... $ 15,000
Services of counsel.............................................. $ 60,000
Trustees Fees and Expenses....................................... $ 7,000
Services of independent accountants.............................. $ 17,000
Blue Sky fees and expenses....................................... $ 8,000
Miscellaneous.................................................... $ 10,000
Total....................................................... $138,990
* Actual.
Item 15. Indemnification of Directors and Officers.
Under Article IX of the Articles of Incorporation of the
Company, Article 6 of the By-Laws of the Company, Sections 13.1-697 and
13.1-702 of the Virginia Stock Corporation Act, and Section 2-418 of the
Corporations and Associations Article of the Annotated Code of Maryland,
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 $80,000,000
with a $500,000 corporate reimbursement.
In the Purchase Agreement each Underwriter will agree to
indemnify the directors and certain officers of the Company against
liabilities resulting from information the Underwriter supplies for the
Registration Statement.
Item 16. Exhibits.
Exhibit
Number
1* Form of Standard Purchase Agreement Provisions - Debt
Securities.
4(a)* Form of Indenture Relating to Debt Securities.
4(b) Form of Debt Securities (to be filed as an Exhibit by means
of a Form 8-K).
5* Opinion and consent of Sullivan & Cromwell.
12* Statement re Computation of Ratios.
*Previously filed.
II-1
<PAGE>
23(a)* Consent of Price Waterhouse LLP, Independent
Accountants.
23(b)* Consent of Sullivan & Cromwell.
24* Power of Attorney.
25* Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939 of The Bank of New York.
26(a)* Form of Notice of Invitation for Competitive Bids for
Debt Securities.
26(b)* Form of Invitation for Competitive Bids for Debt
Securities.
27* Financial Data Schedules.
*Previously filed.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made of the securities registered hereby, 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;
(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.
II-2
<PAGE>
(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.
II-3
<PAGE>
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 16th day of June.
THE POTOMAC EDISON COMPANY
By *
(Klaus Bergman, Chairman)
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned
officers and directors of The Potomac Edison Company, a Maryland and
Virginia corporation, for himself or herself and not for one another,
does hereby constitute and appoint STANLEY I. GARNETT, II, ESQ. and
NANCY H. GORMLEY, ESQ. and each of them, a true and lawful attorney in
his or her name, place and stead, in any and all capacities, to sign his
or her 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 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 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 June 16, 1995.
Signature Title
* Chairman of the Board,
(Klaus Bergman) Chief Executive Officer and Director
(principal executive officer)
* Secretary and Treasurer
(Dale F. Zimmerman) (principal financial officer)
* Comptroller
(Thomas J. Kloc) (principal accounting officer)
* Director
(Eleanor Baum)
* Director
(William L. Bennett)
<PAGE>
II-4
Signature Title
* Director
(Stanley I. Garnett, II)
* Director
(Wendell F. Holland)
* Director
(Phillip E. Lint)
* Director
(Edward H. Malone)
* Director
(Frank A. Metz, Jr.)
* Director
(Alan J. Noia)
* President and Director
(Jay S. Pifer)
* Director
(Steven H. Rice)
* Director
(Gunnar E. Sarsten)
* Director
(Peter L. Shea)
* Director
(Peter J. Skrgic)
* Nancy H. Gormley, Esq., by signing her name hereto, signs the
document on behalf of each of the persons indicated by an asterik
above pursuant to powers of attorney duly executed by such persons
and filed with the Securities and Exchange Commission.
By NANCY H. GORMLEY
(Nancy H. Gormley, Esq., Attorney-in-fact)
II-5
