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File No. 70-9373
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT NO. 3 TO
FORM U-1
APPLICATION OR DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
THE POTOMAC EDISON COMPANY
10435 DOWNSVILLE PIKE
HAGERSTOWN, MD 21740-1766
(Name of company or companies filing this statement and addresses
of principal executive offices)
Allegheny Energy, Inc.
(Name of top registered holding company parent of each applicant
or declarant)
Thomas K. Henderson, Esq.
Vice President
Allegheny Energy, Inc.
10435 Downsville Pike
Hagerstown, MD 21740-1766
(Name and address of agent for service)
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The Potomac Edison Company hereby amends Item 2 as follows:
2. Fees, Commissions and Expenses
(i) Up to $1,000 in expenses in connection with the
preparation of this Application or Declaration, and (ii) up to
$250,000 in connection with exploration of the formation of the JV.
None of such fees, commissions or expenses are to be
paid to any associate company or affiliate of the Applicant or
any affiliate of any such associate company except for legal,
financial and other services to be performed at cost by Allegheny
Power Service Corporation.
In addition, the Company hereby amends Item 6 as follows,
and files Exhibit F - Opinion of Counsel.
6. Exhibits and Financial Statements
(a) Exhibits
B-1 Letter from Maryland Governor Parris Glendening
(filed previously)
B-2 Letter from Maryland Department of Business and
Economic Development (filed previously)
B-3 Letter from Hagerstown-Washington County Economic
Development Commission (filed previously)
F Opinion of Counsel
H Form of Notice (filed previously)
THE POTOMAC EDISON COMPANY
By: /s/ Kathy L. Mitchell
Kathy L. Mitchell
Counsel
DATE: March 24, 1999
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EXHIBIT F
March 24, 1999
VIA EDGAR
Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
Re: File No. 70-9373
Gentlemen:
Referring to the Application or Declaration on Form U-1
filed by The Potomac Edison Company ("PE") under the Public
Utility Holding Company Act of 1935 with respect to proposed
preliminary development activities in connection with entering
into a joint venture with an experienced real estate developer,
all as described in the Application or Declaration of which this
Opinion is a part, I have examined or caused to be examined such
documents and questions of law as I deemed necessary to enable me
to render this opinion.
I understand that the actions taken in connection with the
proposed transactions will be in accordance with the Application
or Declaration; that all amendments necessary to complete the
above-mentioned Application or Declaration have been or will be
filed with the Commission; and that all other necessary corporate
action by the Board of Directors and officers of PE in connection
with the described transactions has been or will be taken prior
thereto.
Based upon the foregoing, I am of the opinion that if the
said Application or Declaration is permitted to become effective
and the proposed transactions are consummated in accordance
therewith: (i) all state laws applicable to the proposed
transaction will have been complied with; and (ii) the
consummation of the proposed transactions will not violate the
legal rights of the holders of any of the securities issued by PE
or by any associate or affiliate company of any of them.
This opinion does not relate to State Blue Sky or securities
laws.
I consent to the use of this Opinion as part of the
Application or Declaration to which it is appended, which has
been filed by PE.
Very truly yours,
/s/ Kathy L. Mitchell
Kathy L. Mitchell
Counsel for
The Potomac Edison Company
10435 Downsville Pike
Hagerstown, Maryland 21740
301-790-6285
