<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
Registrant; I.R.S. Employer
Commission State of Incorporation; Identification
File Number Address; and Telephone Number Number
1-267 ALLEGHENY ENERGY, INC. 13-5531602
(A Maryland Corporation)
10435 Downsville Pike
Hagerstown, Maryland 21740-1766
Telephone (301) 790-3400
1-5164 MONONGAHELA POWER COMPANY 13-5229392
(An Ohio Corporation)
1310 Fairmont Avenue
Fairmont, West Virginia 26554
Telephone (304) 366-3000
1-3376-2 THE POTOMAC EDISON COMPANY 13-5323955
(A Maryland and Virginia
Corporation)
10435 Downsville Pike
Hagerstown, Maryland 21740-1766
Telephone (301) 790-3400
1-255-2 WEST PENN POWER COMPANY 13-5480882
(A Pennsylvania Corporation)
800 Cabin Hill Drive
Greensburg, Pennsylvania 15601
Telephone (412) 837-3000
0-14688 ALLEGHENY GENERATING COMPANY 13-3079675
(A Virginia Corporation)
10435 Downsville Pike
Hagerstown, Maryland 21740-1766
Telephone (301) 790-3400
Indicate by check mark whether the registrants (1) have filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months and (2) have been
subject to such filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrants' knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X]
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1
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Registrant Title of each class on which registered
Allegheny Energy, Inc. Common Stock, New York Stock Exchange
$1.25 par value Chicago Stock Exchange
Pacific Stock Exchange
Amsterdam Stock Exchange
Monongahela Power
Company Cumulative Preferred
Stock,
$100 par value;
4.40% American Stock Exchange
4.50%, Series C American Stock Exchange
8% Quarterly Income
Debt Securities,
Junior Subordinated
Deferrable Interest
Debentures,
Series A New York Stock Exchange
The Potomac Edison
Company Cumulative Preferred
Stock,
$100 par value:
3.60% Philadelphia Stock
Exchange Inc.
$5.88, Series C Philadelphia Stock
Exchange Inc.
8% Quarterly Income
Debt Securities,
Junior Subordinated
Deferrable Interest
Debentures,
Series A New York Stock Exchange
West Penn Power Company Cumulative Preferred
Stock,
$100 par value:
4-1/2% New York Stock Exchange
8% Quarterly Income
Debt Securities,
Junior Subordinated
Deferrable Interest
Debentures,
Series A New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
Allegheny Generating
Company Common Stock
$1.00 par value None
<PAGE>
2
Aggregate market value Number of shares
of voting stock (common stock) of common stock
held by nonaffiliates of of the registrants
the registrants at outstanding at
March 5, 1998 March 5, 1998
Allegheny Energy, Inc. $3,764,916,748 122,436,317
($1.25 par value)
Monongahela Power Company None. (a) 5,891,000
($50 par value)
The Potomac Edison Company None. (a) 22,385,000
(no par value)
West Penn Power Company None. (a) 24,361,586
(no par value)
Allegheny Generating
Company None. (b) 1,000
($1.00 par value)
(a) All such common stock is held by Allegheny Energy, Inc., the
parent company.
(b) All such common stock is held by its parents, Monongahela Power Company,
The Potomac Edison Company, and West Penn Power Company.
<PAGE>
3
This is our first amendment to the 1997 10/K. An error was made
in Item 11 in the Summary Compensation Tables in the Performance
Incentive Column for 1997 for the five named executive officers.
Corrected Item 11, including the corrected table, follows:
ITEM 11. EXECUTIVE COMPENSATION
During 1997, and for 1996 and 1995, the annual
compensation paid by AE, Monongahela, Potomac Edison, West Penn
and AGC directly or indirectly for services in all capacities to
such companies to their Chief Executive Officer and each of the
four most highly paid executive officers of the System whose cash
compensation exceeded $100,000 was as follows:
Summary Compensation Tables (a)
AE(b), Monongahela(c), Potomac Edison, West Penn(c) and AGC(c)
Annual Compensation
<TABLE>
<CAPTION>
All
Name Other
and Long-Term Compen-
Principal Annual Performance sation
Position(d) Year Salary($) Incentive($)(e) Plan($)(f) ($)(g)
<S> <C> <C> <C> <C> <C>
Alan J. Noia, 1997 460,000 253,000 250,657 124,495
Chief Executive Officer 1996 360,000 253,750 131,071 92,769
1995 305,000 120,000 48,983
Peter J. Skrgic, 1997 265,000 155,400 150,394 91,409
Senior Vice President 1996 245,000 176,300 96,119 24,830
1995 238,000 73,800 37,830
Jay S. Pifer, 1997 240,000 95,200 150,394 67,810
Senior Vice President 1996 230,000 112,000 87,381 30,949
1995 220,000 72,600 34,098
Michael P. Morrell 1997 240,000 95,200 (h) 26,068
Senior Vice President 1996 183,336 72,500 (h) (h)
1995
Richard J. Gagliardi 1997 190,000 75,600 100,263 25,340
Vice President 1996 175,000 100,800 52,429 17,898
1995 160,000 48,400 18,769
</TABLE>
(a) The individuals appearing in this chart perform policy-making functions
for each of the Registrants. The Compensation shown is for all services
in all capacities to AE and its subsidiaries. All salaries and bonuses
of these executives are paid by APSC.
(b) AE has no paid employees.
(c) Monongahela, West Penn and AGC have no paid employees.
(d) See Executive Officers of the Registrants for all positions held.
(e) Incentive awards are based upon performance in the year in
which the figure appears but are paid in the following year.
The incentive award plan will be continued for 1998.
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4
(f) In 1994, the Boards of Directors of AE, APSC and the
Operating Subsidiaries implemented a Performance Share Plan
(the "Plan") for senior officers which was approved by the
shareholders of APS at the annual meeting in May 1994. The
first Plan cycle began on January 1, 1994 and ended on
December 31, 1996. The second Plan cycle began on January 1,
1995 and ended on December 31, 1997. The figure shown for
1996 represents the dollar value paid in 1997 to each of the
named executive officers who participated in Cycle I. The
figure shown for 1997 represents the dollar value to be paid
in 1998 to each of the named executive officers who
participated in Cycle II. A third cycle began on January 1,
1996 and will end on December 31, 1998. A fourth cycle began
on January 1, 1997 and will end on December 31, 1999. After
completion of each cycle, AE stock or cash may be paid if
performance criteria have been met.
(g) Effective January 1, 1992, the basic group life insurance
provided employees was reduced from two times salary during
employment, which reduced to one times salary after 5 years
in retirement, to a new plan which provides one times salary
until retirement and $25,000 thereafter. Some executive
officers and other senior managers remain under the prior
plan. In order to pay for this insurance for these
executives, during 1992 insurance was purchased on the lives
of each of them. Effective January 1, 1993, AE started to
provide funds to pay for the future benefits due under the
supplemental retirement plan (Secured Benefit Plan) as
described in note (d) on p. 49. To do this, AE purchased,
during 1993, life insurance on the lives of the covered
executives. The premium costs of both the 1992 and 1993
policies plus a factor for the use of the money are returned
to AE at the earlier of (a) death of the insured or (b) the
later of age 65 or 10 years from the date of the policy's
inception. The figures in this column include the present
value of the executives' cash value at retirement attributable
to the current year's premium payment (based upon the premium,
future valued to retirement, using the policy internal rate of
return minus the corporation's premium payment), as well as the
premium paid for the basic group life insurance program plan and the
contribution for the 401(k) plan. For 1997, the figure shown
includes amounts representing (a) the aggregate of life
insurance premiums and dollar value of the benefit to the
executive officer of the remainder of the premium paid on the
Group Life Insurance program and the Executive Life Insurance
and Secured Benefit Plans, and (b) 401(k) contributions as
follows: Mr. Noia $119,883 and $4,612; Mr. Skrgic $87,313
and $4,096; Mr. Pifer $63,060 and $4,750; Mr. Morrell $21,964
and $4,104; and Mr. Gagliardi $20,590 and $4,750.
(h) Michael P. Morrell joined Allegheny on May 1, 1996. He did
not receive a payment from the Long-Term Performance Plan for
the first or second Plan cycles.
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5
ALLEGHENY POWER SYSTEM PERFORMANCE SHARE PLAN
SHARES AWARDED IN LAST FISCAL YEAR (CYCLE IV)
<TABLE>
<CAPTION>
Estimated Future Payout
Performance Threshold Target Maximum
Number of Period Until Number of Number of Number of
Name Shares Payout Shares Shares Shares
<S> <C> <C> <C> <C> <C>
Alan J. Noia
Chief Executive Officer 7,570 1997-99 4,542 7,570 15,140
Peter J. Skrgic
Senior Vice President 4,610 1997-99 2,766 4,610 9,220
Jay S. Pifer
Senior Vice President 2,800 1997-99 1,680 2,800 5,600
Michael P. Morrell
Senior Vice President 2,800 1997-99 1,680 2,800 5,600
Richard J. Gagliardi
Vice President 2,300 1997-99 1,380 2,300 4,600
</TABLE>
The named executives were awarded the above number of
shares for Cycle IV. Such number of shares are only targets. As
described below, no payouts will be made unless certain criteria
are met. Each executive's 1997-1999 target long-term incentive
opportunity was converted into performance shares equal to an
equivalent number of shares of AE common stock based on the price
of such stock on December 31, 1996. At the end of this three-
year performance period, the performance shares attributed to the
calculated award will be valued based on the price of AE common
stock on December 31, 1999 and will reflect dividends that would
have been paid on such stock during the performance period as if
they were reinvested on the date paid. If an executive retires,
dies or otherwise leaves the employment of Allegheny prior to the
end of the three-year period, the executive may still receive an
award based on the number of months worked during the period.
However, an executive must work at least eighteen months during
the three-year period to be eligible for an award payout. The
final value of an executive's account, if any, will be paid to
the executive in stock or cash in early 2000.
The actual payout of an executive's award may range from 0
to 200% of the target amount, before dividend re-investment. The
payout is based upon customer and stockholder performance factors
and AE's rankings versus the peer group. The combined customer
and stockholder rating is then compared to a pre-established
percentile ranking chart to determine the payout percentage of
target. A ranking below 30% results in a 0% payout. The minimum
payout begins at the 30% ranking, which results in a payout of
60% of target, ranging up to a payout of 200% of target if there
is a 90% or higher ranking.
<PAGE>
6
DEFINED BENEFIT OR ACTUARIAL PLAN DISCLOSURE (a)
AE(b), Monongahela(c), Potomac Edison, West Penn(c) and AGC (c)
Estimated
Name and Capacities Annual Benefits
In Which Served on Retirement (d)
Alan J. Noia, $315,000
Chief Executive Officer (e)(f)
Peter J. Skrgic, $168,005
Senior Vice President (e)(f)
Jay S. Pifer, $146,671
Senior Vice President(e)(f)
Richard J. Gagliardi $116,926
Vice President(e)(f)
Michael P. Morrell, $128,775
Senior Vice President(e)(f)(g)
(a) The individuals appearing in this chart perform policy-making
functions for each of the Registrants.
(b) AE has no paid employees.
(c) Monongahela, West Penn and AGC have no paid employees.
(d) Assumes present insured benefit plan and salary continue and
retirement at age 65 with single life annuity. Under plan
provisions, the annual rate of benefits payable at the normal
retirement age of 65 are computed by adding (i) 1% of final
average pay up to covered compensation times years of service
up to 35 years, plus (ii) 1.5% of final average pay in excess
of covered compensation times years of service up to 35
years, plus (iii) 1.3% of final average pay times years of
service in excess of 35 years. Covered compensation is the
average of the maximum taxable Social Security wage cases
during the 35 years preceding the member's retirement. The
final average pay benefit is based on the member's average
total earnings during the highest-paid 60 consecutive
calendar months or, if smaller, the member's highest rate of
pay as of any July 1st. Effective January 1, 1997 the
maximum amount of any employee's compensation that may be
used in these computations is $160,000. Benefits for
employees retiring between 55 and 62 differ from the
foregoing.
Pursuant to a supplemental plan (Secured Benefit Plan),
senior executives of Allegheny who retire at age 60 or over
with 40 or more years of service are entitled to a
supplemental retirement benefit in an amount that, together
with the benefits under the basic plan and from other
employment, will equal 60% of the executive's highest average
monthly earnings for any 36 consecutive months. The earnings
include 50% of the actual annual bonus paid effective
February 1, 1997. The figures shown
<PAGE>
7
do not give any effect to bonus payments. The supplemental
benefit is reduced for less than 40 years service and for
retirement age from 60 to 55. It is included in the amounts
shown where applicable. In order to provide funds to pay such
benefits, effective January 1, 1993 the Company purchased
insurance on the lives of the plan participants. The Secured
Benefit Plan has been designed so that if the assumptions made
as to mortality experience, policy dividends, and other factors
are realized, the Company will recover all premium payments,
plus a factor for the use of the Company's money. The amount
of the premiums for this insurance required to be deemed
"compensation" by the SEC is described and included in the
"All Other Compensation" column on page 47. All executive
officers are participants in the Secured Benefit Plan. The
figures shown do not include benefits from an Employee Stock
Ownership and Savings Plan (ESOSP) established as a non-
contributory stock ownership plan for all eligible employees
effective January 1, 1976, and amended in 1984 to include a
savings program. Under the ESOSP, all eligible employees may
elect to have from 2% to 7% of their compensation contributed
to the Plan as pre-tax contributions and an additional 1% to
6% as post-tax contributions. Employees direct the
investment of these contributions into one or more available
funds. Each System company matches 50% of the pre-tax
contributions up to 6% of compensation with common stock of
AE. Effective January 1, 1997 the maximum amount of any
employee's compensation that may be used in these
computations is $160,000. Employees' interests in the ESOSP
vest immediately. Their pre-tax contributions may be
withdrawn only upon meeting certain financial hardship
requirements or upon termination of employment.
(e) See Executive Officers of the Registrants for all positions held.
(f) The total estimated annual benefits on retirement payable to
Messrs. Noia, Skrgic, Pifer, Morrell and Gagliardi for
services in all capacities to AE and its subsidiaries is set
forth in the table.
(g) Michael P. Morrell joined AE on May 1, 1996. The figure
shown for Mr. Morrell reflects a provision of his agreement
with AE which grants him an additional eight years of service
after he has been with AE for ten years.
Change In Control Contracts
In March 1996, AE entered into Change in Control
contracts with certain Allegheny executive officers
(Agreements). Each Agreement sets forth (i) the
severance benefits that will be provided to the employee
in the event the employee is terminated subsequent to a
Change in Control of AE (as defined in the Agreements),
and (ii) the employee's obligation to continue his or her
employment after the occurrence of certain circumstances
that could lead to a Change in Control. The Agreements
provide generally that if there is a Change in Control,
unless employment is terminated by AE for Cause,
Disability or Retirement or by the
<PAGE>
8
employee for Good Reason (each as defined in the Agreements),
severance benefits payable to the employee will consist of a cash
payment equal to 2.99 times the five-year average of the
employee's annual compensation and AE will maintain
existing benefits for the employee and the employee's
dependents for a period of three years. Each Agreement
expired on December 31, 1997, but is automatically
extended for one year periods thereafter unless either AE
or the employee gives notice otherwise. Notwithstanding
the delivery of such notice, the Agreements will continue
in effect for thirty-six months after a Change in
Control.
A Senior Officer Separation Plan has been approved
for senior officers offered a position in the combined
company resulting from AE's merger with DQE (Merger),
that warrants a reduction in compensation, as the Merger
does not qualify as a Change in Control. The Plan is
available only to those who have signed Change in Control
Contracts and will be offered only upon consummation of
the merger. The Plan offers benefits substantially
similar to the Change in Control Contracts, except that
the cash payment is computed on the basis of 1997 base
salary and short-term incentive and long-term incentive
target amounts. The Chief Executive Officer will
determine the date of departure, which will be within a
twelve-month period following closure of the merger. In
addition, if a senior officer is eligible to retire, the
officer will be credited with three additional years of
service and will receive a payment of $400 per month
until age 62 or for 12 months, whichever is greater.
Benefits will not be reduced for early retirement.
An Other Executive Separation Plan has been approved for
certain management personnel offered a position with Allegheny
after the Merger that warrants a reduction in compensation. The
Plan is available only to Business Unit Heads and certain other
management employees of Allegheny who do not have Change in
Control contracts and will be offered only upon consummation of
the Merger. The Plan provides benefits in the event the employee
is offered a position that warrants a reduction in compensation.
The employee's departure date will be determined by the Chief
Executive Officer, but will be within a twelve-month period
following closure of the Merger. The Plan provides generally one
year's base salary, plus management out-placement services and 12-
month continuance of medical and dental coverage. In addition,
if an employee is eligible to retire, the employee will be
credited with three additional years of service and will receive
a payment of $400 per month until age 62 or for 12 months,
whichever is greater. Benefits will not be reduced for early
retirement.
Compensation of Directors
In 1997, AE directors who were not officers or
employees of System companies received for all services
to System companies (a) $16,000 in retainer fees, (b)
$800 for each committee meeting attended, except
Executive Committee meetings, for which fees are
<PAGE>
9
$200, (c) $250 for each Board meeting of each company attended,
and (d) 200 shares of AE common stock pursuant to the
Restricted Stock Plan for Outside Directors. Under an
unfunded deferred compensation plan, a director may elect
to defer receipt of all or part of his or her director's
fees for succeeding calendar years to be payable with
accumulated interest when the director ceases to be such,
in equal annual installments, or, upon authorization by
the Board of Directors, in a lump sum. In addition to the
fees mentioned above, the Chairperson of each of the
Audit, Finance, Management Review and Director Affairs,
New Business, and Strategic Affairs Committees receives a
further fee of $4,000 per year. For the first five
months of 1997, Klaus Bergman received a fixed fee of
$8,333 per month for services as Chairman of the Board of
AE. Mr. Bergman also received a one-time payment of
$250,000 at the time he retired as Chairman.
In March 1997, the Board of Directors Retirement Plan was
replaced with a Deferred Stock Unit Plan for Outside Directors.
The present value of the accrued benefits under the Directors
Retirement Plan was credited to each director's opening account
balance under the new plan in the form of deferred stock units.
In addition, each year the Company will credit each outside
director's account with 275 deferred stock units. The value of
each director's account will correspondingly rise or decline with
the value of AE stock.
<PAGE>
10
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
ALLEGHENY ENERGY, INC.
By:
_________________*________________
(Alan J. Noia) Chairman, President,
Chief Executive Officer and Director
Date: April 17, 1998
Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on
the dates indicated.
SIGNATURE TITLE
(i) Principal Executive Officer:
Chairman, President, Chief
______________*__________________ Executive Officer and Director
(Alan J. Noia)
(ii) Principal Financial Officer:
_________________________________ Senior Vice President,
(Michael P. Morrell) Finance
(iii) Principal Accounting Officer:
________________________________ Vice President and
(Kenneth M. Jones) Controller
(iv) Directors:
*Eleanor Baum, Director *Frank A. Metz, Jr., Director
*William L. Bennett, Director *Alan J. Noia, Director
*Wendell F. Holland, Director *Steven H. Rice, Director
*Phillip E. Lint, Director *Gunnar E. Sarsten, Director
*Thomas K. Henderson, by signing his name hereto, signs this
document on behalf of each of the persons indicated by an
asterisk above pursuant to powers of attorney duly executed by
such persons previously filed (and also attached hereto) with the
Securities and Exchange Commission.
*By: ______________________________
(Thomas K. Henderson)
<PAGE>
11
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 signature of the undersigned
company shall be deemed to relate only to matters having
reference to such company and any subsidiaries thereof.
MONONGAHELA POWER COMPANY
By: ____________*_____________
(Jay S. Pifer) President
and Director
Date: April 17, 1998
Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on
the dates indicated. The signature of each of the undersigned
shall be deemed to relate only to matters having reference to the
above-named company and any subsidiaries thereof.
SIGNATURE TITLE
(i) Principal Executive Officer:
Chairman of the Board,
____________*_____________ Chief Executive Officer,
(Alan J. Noia) and Director
(ii) Principal Financial Officer:
___________________________ Vice President,
(Michael P. Morrell) Finance
(iii) Principal Accounting Officer:
___________________________ Controller
(Thomas J. Kloc)
(iv) Directors:
*Eleanor Baum, Director *Alan J. Noia, Director
*William L. Bennett, Director *Jay S. Pifer, Director
*Wendell F. Holland, Director *Steven H. Rice, Director
*Phillip E. Lint, Director *Gunnar E. Sarsten, Director
*Frank A. Metz, Jr., Director *Peter J. Skrgic, Director
*Michael P. Morrell, Director
*Thomas K. Henderson, by signing his name hereto, signs this
document on behalf of each of the persons indicated by an
asterisk above pursuant to powers of attorney duly executed by
such persons previously filed (and also attached hereto) with the
Securities and Exchange Commission.
*By: ____________________________
(Thomas K. Henderson)
<PAGE>
12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 signature of the undersigned
company shall be deemed to relate only to matters having
reference to such company and any subsidiaries thereof.
THE POTOMAC EDISON COMPANY
By: ___________*_____________
(Jay S. Pifer) President
and Director
Date: April 17, 1998
Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on
the dates indicated. The signature of each of the undersigned
shall be deemed to relate only to matters having reference to the
above-named company and any subsidiaries thereof.
SIGNATURE TITLE
(i) Principal Executive Officer:
Chairman of the Board,
____________*____________ Chief Executive Officer,
(Alan J. Noia) and Director
(ii) Principal Financial Officer:
__________________________ Vice President,
(Michael P. Morrell) Finance
(iii) Principal Accounting Officer:
__________________________ Controller
(Thomas J. Kloc)
(iv) Directors:
*Eleanor Baum, Director *Alan J. Noia, Director
*William L. Bennett, Director *Jay S. Pifer, Director
*Wendell F. Holland, Director *Steven H. Rice, Director
*Phillip E. Lint, Director *Gunnar E. Sarsten, Director
*Frank A. Metz, Jr., Director *Peter J. Skrgic, Director
*Michael P. Morrell
*Thomas K. Henderson, by signing his name hereto, signs this document
on behalf of each of the persons indicated by an asterisk above
pursuant to powers of attorney duly executed by such persons
previously filed (and also attached hereto) with the Securities and
Exchange Commission.
*By: ___________________________
(Thomas K. Henderson)
<PAGE>
13
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 signature of the undersigned
company shall be deemed to relate only to matters having
reference to such company and any subsidiaries thereof.
WEST PENN POWER COMPANY
By: _____________*____________
(Jay S. Pifer) President
and Director
Date: April 17, 1998
Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on
the dates indicated. The signature of each of the undersigned
shall be deemed to relate only to matters having reference to the
above-named company and any subsidiaries thereof.
SIGNATURE TITLE
(i) Principal Executive Officer:
Chairman of the Board,
____________*____________ Chief Executive Officer,
(Alan J. Noia) and Director
(ii) Principal Financial Officer:
__________________________ Vice President,
(Michael P. Morrell) Finance
(iii) Principal Accounting Officer:
__________________________ Controller
(Thomas J. Kloc)
(iv) Directors:
*Eleanor Baum, Director *Alan J. Noia
*William L. Bennett, Director *Jay S. Pifer
*Wendell F. Holland, Director *Steven H. Rice
*Phillip E. Lint, Director *Gunnar E. Sarsten
*Frank A. Metz, Jr., Director *Peter J. Skrgic
*Michael P. Morrell, Director
*Thomas K. Henderson, by signing his name hereto, signs this
document on behalf of each of the persons indicated by an
asterisk above pursuant to powers of attorney duly executed by
such persons previously filed (and also attached hereto) with the
Securities and Exchange Commission.
*By: ____________________________
(Thomas K. Henderson)
<PAGE>
14
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 signature of the undersigned
company shall be deemed to relate only to matters having
reference to such company and any subsidiaries thereof.
ALLEGHENY GENERATING COMPANY
By: ____________*___________
(Alan J. Noia)
Chief Executive Officer
Date: April 17, 1998
Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on
the dates indicated. The signature of each of the undersigned
shall be deemed to relate only to matters having reference to the
above-named company and any subsidiaries thereof.
SIGNATURE TITLE
(i) Principal Executive Officer:
_____________*_____________ President, Chief Executive
(Alan J. Noia) Officer and Director
(ii) Principal Financial Officer:
____________________________ Vice President,
(Michael P. Morrell) Finance; Director
(iii) Principal Accounting Officer:
____________________________ Controller
(Thomas J. Kloc)
(iv) Directors:
*Thomas K. Henderson, Director
*Kenneth M. Jones, Director
*Michael P. Morrell, Director
*Alan J. Noia, Director
*Peter J. Skrgic, Director
*Thomas K. Henderson, by signing his name hereto, signs this
document on behalf of each of the persons indicated by an
asterisk above pursuant to powers of attorney duly executed by
such persons previously filed (and also attached hereto) with the
Securities and Exchange Commission.
By: _____________________________
(Thomas K. Henderson)
<PAGE>
15
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the
undersigned directors of Allegheny Energy, Inc., a
Maryland corporation, Monongahela Power Company, an
Ohio corporation, The Potomac Edison Company, a
Maryland and Virginia corporation, and West Penn Power
Company, a Pennsylvania corporation, do hereby
constitute and appoint THOMAS K. HENDERSON and EILEEN
M. BECK, 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 Annual Reports
on Form 10-K for the year ended December 31, 1997 under
the Securities Exchange Act of 1934, as amended, and to
any and all amendments, of said Companies, and to cause
the same to be filed with the SEC, 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 the undersigned hereby ratifies and
confirms all that said attorneys or any one of them
shall lawfully do or cause to be done by virtue hereof.
Dated: March 5, 1998
ELEANOR BAUM FRANK A. METZ, JR.
(Eleanor Baum) (Frank A. Metz, Jr.)
WILLIAM L. BENNETT ALAN J. NOIA
William L. Bennett) (Alan J. Noia)
WENDELL F. HOLLAND STEVEN H. RICE
(Wendell F. Holland) (Steven H. Rice)
PHILLIP E. LINT GUNNAR E. SARSTEN
(Phillip E. Lint) (Gunnar E. Sarsten)
<PAGE>
16
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the
undersigned directors of Monongahela Power Company, an
Ohio corporation, The Potomac Edison Company, a
Maryland and Virginia corporation, and West Penn Power
Company, a Pennsylvania corporation, do hereby
constitute and appoint THOMAS K. HENDERSON and EILEEN
M. BECK, and each of them, a true and lawful attorney
in his name, place and stead, in any and all
capacities, to sign his or her name to the Annual
Report on Form 10-K for the year ended December 31,
1997 under the Securities Exchange Act of 1934, as
amended, and to any and all amendments, of said
Company, and to cause the same to be filed with the
SEC, 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 the
undersigned hereby ratify and confirm all that said
attorneys or any one of them shall lawfully do or cause
to be done by virtue hereof.
Dated: March 5, 1998
MICHAEL P. MORRELL
(Michael P. Morrell)
JAY S. PIFER
(Jay S. Pifer)
PETER J. SKRGIC
(Peter J. Skrgic)
<PAGE>
17
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the
undersigned directors of Allegheny Generating Company,
a Virginia corporation, do hereby constitute and
appoint THOMAS K. HENDERSON and EILEEN M. BECK, and
each of them, a true and lawful attorney in his name,
place and stead, in any and all capacities, to sign his
or her name to the Annual Report on Form 10-K for the
year ended December 31, 1997 under the Securities
Exchange Act of 1934, as amended, and to any and all
amendments, of said Company, and to cause the same to
be filed with the SEC, 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
the undersigned hereby ratify and confirm all that said
attorneys or any one of them shall lawfully do or cause
to be done by virtue hereof.
Dated: March 5, 1998
THOMAS K. HENDERSON
(Thomas K. Henderson)
KENNETH M. JONES
(Kenneth M. Jones)
MICHAEL P. MORRELL
(Michael P. Morrell)
ALAN J. NOIA
(Alan J. Noia)
PETER J. SKRGIC
(Peter J. Skrgic)
