<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 24, 2000
THE POTOMAC EDISON COMPANY
(Exact name of registrant as specified in its charter)
Maryland & Virginia 1-3376-2 13-5323955
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
10435 Downsville Pike
Hagerstown, Maryland 21740-1766
(Address of principal executive offices)
Registrant's telephone number,
including area code: (301) 790-3400
<PAGE>
Item 5. Other Events.
On April 24, 2000, The Potomac Edison Company
filed its amended and restated charter in Virginia. On
April 26, 2000, The Potomac Edison Company filed its
amended and restated charter in Maryland. The amended
and restated charter is attached hereto as Exhibit 3.1.
On April 26, 2000, Allegheny Energy, Inc. issued a
news release reporting first-quarter 2000 earnings.
The news release is filed herewith as Exhibit 99.1.
The earnings release is filed herewith as Exhibit 99.2.
The portion of the West Virginia extraordinary charge
that is attributable to The Potomac Edison Company is
$12.3 million.
Item 7 Exhibits
Ex. 3.1 Charter, as amended and restated.
Ex. 99.1 News Release dated April 26, 2000.
Ex. 99.2 Allegheny Energy Earnings First Quarter 2000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this Report to be
signed on its behalf by the undersigned thereunto duly
authorized.
The Potomac Edison Company
/s/ Thomas K. Henderson
Dated: April 27, 2000 By: ____________________
Name: Thomas K. Henderson
Title: Vice President
<PAGE>
EXHIBIT INDEX
Item No. 7 Exhibits
Ex. 3.1 Charter, as amended and restated.
Ex. 99.1 News Release dated April 26, 2000.
Ex. 99.2 Allegheny Energy Earnings First Quarter 2000.
THE POTOMAC EDISON COMPANY
ARTICLES OF AMENDMENT AND RESTATEMENT
(MARYLAND)
ARTICLES OF RESTATEMENT
(VIRGINIA)
FIRST: The Potomac Edison Company, a Maryland
corporation and a Virginia Corporation (the "Corporation"),
desires to amend (including amendments that require stockholder
approval) and restate its Articles of Incorporation, as amended
(the "Articles of Incorporation"), as currently in effect and as
hereinafter amended, pursuant to Section 2-609 of the Maryland
General Corporation Law and Section 13.1-711 of the Virginia
Stock Corporation Act.
SECOND: The following provisions are all the provisions
of the Articles of Incorporation currently in effect and as
hereinafter amended:
ARTICLE I
NAME
The name of the Corporation is The Potomac Edison Company.
ARTICLE II
PURPOSES AND POWERS
The purposes for which the Corporation is formed and
the business or objects to be carried on and promoted by it are
to conduct business as a public service company/public service
corporation, including but not limited to the following
activities:
(a) To produce, generate, buy, sell, lease, deal in,
transmit and distribute (i) power, light, energy and heat in
the form of electricity, (ii) by-products thereof and (iii)
devices, facilities and equipment for use in connection
therewith;
(b) To acquire (by construction, purchase,
condemnation, lease or otherwise), use, maintain, operate,
deal in and dispose of, power plants, dams, substations,
office machinery, property (real, personal and mixed) and
facilities (including water power, nuclear and other sites),
and all fixtures, equipment and appliances, necessary,
appropriate, incidental or convenient for its corporate
purposes;
(c) To exercise any powers conferred by the
Commonwealth of Virginia on a public service company/public
service corporation; and
(d) To conduct business as a public service
company/public service corporation, which business is
briefly described as the purchase, generation, transmission,
distribution and sale, both at wholesale and at retail, of
electricity for light, heat and power purposes in the State
of Maryland, the State of West Virginia, the Commonwealth of
Virginia, the Commonwealth of Pennsylvania and elsewhere.
<PAGE>
The above purposes and powers shall be the only
purposes and powers of the Corporation to be exercised in the
Commonwealth of Virginia.
In addition to the above purposes and powers, the
Corporation shall be authorized to exercise and enjoy all powers,
rights, franchises, and privileges granted to or conferred upon
corporations by the laws of the State of Maryland as now or
hereafter in force, including but not limited
(a) To exercising any powers conferred by the
State of Maryland on a public service company; and
(b) To engaging in or carrying on any other business
which may conveniently be conducted in conjunction with any
of the business of the Corporation and in general to do any
and all things and exercise any and all powers which it may
now or hereafter be lawful for the Corporation to do or
exercise under and in pursuance of the laws of the State of
Maryland and of the Commonwealth of Virginia.
It is the intention that the objects and purposes
specified in this Article II shall not, unless otherwise
specified herein, be in any way limited or restricted by
reference to or inference from the terms of any other clause of
this or any other Article in these Articles of Incorporation, but
that the objects and purposes specified in each of the clauses of
this Article shall be regarded as independent objects and
purposes. It is also the intention that said clauses be construed
both as purposes and powers, and not as limitations, and
generally that the Corporation shall be authorized to exercise
and enjoy all powers, rights, franchises and privileges granted
to or conferred upon corporations by the laws of the State of
Maryland and of the Commonwealth of Virginia, and the enumeration
of certain powers as herein specified is not intended as
exclusive of or as a waiver of any of the powers, rights,
franchises or privileges granted or conferred by the laws of said
State and of said Commonwealth now or hereafter in force.
ARTICLE III
PRINCIPAL AND REGISTERED OFFICES
Section 3.1. The address of the principal office of
the Corporation in the State of Maryland is 10435 Downsville
Pike, Hagerstown, Maryland 21740. The name of the resident agent
of the Corporation in the State of Maryland is Eugene W.
McCauley, whose post office address is 10435 Downsville Pike,
Hagerstown, Maryland 21740. The resident agent is a citizen of
and resides in the State of Maryland.
Section 3.2. The post office address of the registered
office of the Corporation in Virginia is 112 South Cameron
Street, City of Winchester, Virginia 22601, which is located in
the City of Winchester, and the name of its registered agent at
such address is J. Sloan Kuykendall, Esq. The registered agent is
a resident of Virginia and a member of the Virginia State Bar.
<PAGE>
ARTICLE IV
BOARD OF DIRECTORS
Section 4.1. The business and affairs of the
Corporation shall be managed under the direction of the Board of
Directors. The number of directors shall be eleven, which number
may be increased or decreased pursuant to the Bylaws, but shall
never be less than the minimum number required by the Maryland
General Corporation Law. The names of the directors who shall
serve until the next annual meeting of stockholders and until
their successors are duly elected and qualify are:
Name
Eleanor Baum
William L. Bennett
Wendell F. Holland
Phillip E. Lint
Frank A. Metz, Jr.
Michael P. Morrell
Alan J. Noia
Jay S. Pifer
Steven H. Rice
Gunnar E. Sarsten
Peter J. Skrgic
Section 4.2. The Board of Directors may authorize the
issuance from time to time of shares of stock of the Corporation
of any class or series, whether now or hereafter authorized, or
securities or rights convertible into shares of its stock of any
class or series, whether now or hereafter authorized, for such
consideration as the Board of Directors may deem advisable (or
without consideration in the case of a stock split or stock
dividend), subject to such restrictions or limitations, if any,
as may be set forth in these Articles of Incorporation or the
Bylaws.
Section 4.3. Except as may be provided by the Board of
Directors in setting the terms of classified or reclassified
shares of stock pursuant to Section 5.4 or as may otherwise be
provided by contract, no holder of shares of stock of the
Corporation shall, as such holder, have any preemptive right to
purchase or subscribe for any additional shares of stock of the
Corporation or any other security of the Corporation which it may
issue or sell.
<PAGE>
Section 4.4. The Corporation shall have the power, to
the maximum extent not prohibited by Maryland and Virginia law in
effect from time to time, to obligate itself to indemnify, and to
pay or reimburse reasonable expenses in advance of final
disposition of a proceeding to, (a) any individual who is a
present or former director or officer of the Corporation or (b)
any individual who, while a director of the Corporation and at
the request of the Corporation, serves or has served as a
director, officer, partner or trustee of another corporation,
real estate investment trust, partnership, joint venture, trust,
employee benefit plan or any other enterprise from and against
any claim or liability to which such person may become subject or
which such person may incur by reason of his status as a present
or former director or officer of the Corporation. The Corporation
shall have the power, with the approval of the Board of
Directors, to provide such indemnification and advancement of
expenses to a person who served a predecessor of the Corporation
in any of the capacities described in (a) or (b) above and to any
employee or agent of the Corporation or a predecessor of the
Corporation.
Section 4.5. The determination as to any of the
following matters, made in good faith by or pursuant to the
direction of the Board of Directors consistent with these
Articles of Incorporation and in the absence of actual receipt of
an improper benefit in money, property or services or active and
deliberate dishonesty established by a court, shall be final and
conclusive and shall be binding upon the Corporation and every
holder of shares of its stock: the amount of the net income of
the Corporation for any period and the amount of assets at any
time legally available for the payment of dividends, redemption
of its stock or the payment of other distributions on its stock;
the amount of paid-in surplus, net assets, other surplus, annual
or other net profit, net assets in excess of capital, undivided
profits or excess of profits over losses on sales of assets; the
amount, purpose, time of creation, increase or decrease,
alteration or cancellation of any reserves or charges and the
propriety thereof (whether or not any obligation or liability for
which such reserves or charges shall have been created shall have
been paid or discharged); the fair value, or any sale, bid or
asked price to be applied in determining the fair value, of any
asset owned or held by the Corporation; any matter relating to
the acquisition, holding and disposition of any assets by the
Corporation; or any other matter relating to the business and
affairs of the Corporation.
ARTICLE V
STOCK
Section 5.1. The Corporation has authority to issue
36,000,000 shares of stock, consisting of 26,000,000 shares of
Common Stock, $.01 par value per share ("Common Stock"), and
10,000,000 shares of preferred stock, $.01 par value per share
("Preferred Stock"). If shares of one class of stock are
classified or reclassified into shares of another class of stock
pursuant to this Article V, the number of authorized shares of
the former class shall be automatically decreased and the number
of shares of the latter class shall be automatically increased,
in each case by the number of shares so classified
<PAGE>
or reclassified, so that the aggregate number of shares of stock of
all classes that the Corporation has authority to issue shall not
be more than the total number of shares of stock set forth in the
first sentence of this paragraph.
Section 5.2. Each share of Common Stock shall entitle
the holder thereof to one vote. The Board of Directors may
reclassify any unissued shares of Common Stock from time to time
in one or more classes or series of stock.
Section 5.3. The Board of Directors may classify any
unissued shares of Preferred Stock and reclassify any previously
classified but unissued shares of Preferred Stock of any series
from time to time, in one or more classes or series of stock.
Section 5.4. Prior to the issuance of classified or
reclassified shares of any class or series of stock, the Board of
Directors by resolution shall: (a) designate that class or series
to distinguish it from all other classes and series of stock of
the Corporation; (b) specify the number of shares to be included
in the class or series; (c) determine, set or change the
preferences, limitations, relative rights, restrictions,
qualifications and the terms of and conditions of redemption to
the extent permitted by the Virginia Stock Corporation Act and
the Maryland General Corporation Law, subject to the express
terms of any class or series of class of stock of the Corporation
outstanding at the time; and (d) cause the Corporation to file
articles supplementary with the State Department of Assessments
and Taxation of Maryland and articles of amendment with the
Virginia State Corporation Commission.
Section 5.5. All persons who shall acquire stock in
the Corporation shall acquire the same subject to the provisions
of these Articles of Incorporations and the Bylaws.
ARTICLE VI
AMENDMENT
The Corporation reserves the right, subject only to any
requisite vote or consent of the holders of any other class of
stock specifically required by the provisions of these Articles
of Incorporation, to amend or change any and all provisions of
these Articles of Incorporation (including, without limitation, a
change in the preferences given to any one or more classes of
stock by these Articles of Incorporation) by the vote in favor
thereof, given in person or by proxy at any meeting called for
the purpose, of the holders of a majority of the outstanding
shares of Common Stock, or by unanimous written consent by
holders of all of the outstanding shares of Common Stock.
ARTICLE VII
LIMITATION OF LIABILITY
<PAGE>
To the maximum extent that Maryland law and Virginia
law, in effect from time to time, do not prohibit the limitation
of the liability of directors and officers of a corporation, no
director or officer of the Corporation shall be liable to the
Corporation or its stockholders for money damages. Neither the
amendment nor repeal of this Article VII nor the adoption or
amendment of any other provision of these Articles of
Incorporation or Bylaws inconsistent with this Article VII shall
apply to or affect in any respect the applicability of the
preceding sentence with respect to any act or failure to act
which occurred prior to such amendment, repeal or adoption.
ARTICLE VIII
SEVERABILITY
The provisions of these Articles of Incorporation are
severable, and if the Board of Directors shall determine, with
the advice of counsel, that any one or more of such provisions
(the "Conflicting Provisions") are in conflict with Maryland law,
Virginia law or other applicable federal or state laws, the
Conflicting Provisions, to the extent of the conflict, shall be
deemed never to have constituted a part of these Articles of
Incorporation, even without any amendment of these Articles of
Incorporation pursuant to Article VI and without affecting or
impairing any of the remaining provisions of these Articles of
Incorporation or rendering invalid or improper any action taken
or omitted prior to such determination. No Director shall be
liable for making or failing to make such a determination. In
the event of any such determination by the Board of Directors,
the Board shall amend these Articles of Incorporation in the
manner provided in Article VI. If any provision of these
Articles of Incorporation shall be held invalid or unenforceable
in any jurisdiction, such holding shall apply only to the extent
of any such invalidity or unenforceability and shall not in any
manner affect, impair or render invalid or unenforceable such
provision in any other jurisdiction or any other provision of
these Articles of Incorporation in any jurisdiction.
THIRD: The amendment to and restatement of these
Articles of Incorporation as hereinabove set forth have been duly
advised by the Board of Directors, by resolution duly adopted at
a meeting of the Board of Directors held on October 6, 1999, and
approved by the sole stockholder of the Corporation, as required
by Maryland law.
FOURTH: The Board of Directors, by resolution duly
adopted at a meeting of the Board of Directors on October 6,
1999, proposed, approved and recommended to the sole stockholder
of the Corporation, and the sole stockholder approved, the
foregoing amendment and restatement of these Articles of
Incorporation, as required by Virginia law.
FIFTH: The current address of the principal office of
the Corporation is as set forth in Article III of the foregoing
amendment and restatement of these Articles of Incorporation.
<PAGE>
SIXTH: The names and addresses of the Corporation's
current resident agents are as set forth in Article III of the
foregoing amendment and restatement of these Articles of
Incorporation.
SEVENTH: The number of directors of the Corporation
and the names of those currently in office are as set forth in
Article IV of the foregoing amendment and restatement of these
Articles of Incorporation.
EIGHTH: The total number of shares of stock which the
Corporation had authority to issue immediately prior to this
amendment and restatement was 28,378,611, consisting of
23,000,000 shares of Common Stock, without par value, and
5,378,611 shares of Preferred Stock, $100 par value per share.
The aggregate par value of all shares of stock having par value
was $537,861,100.
NINTH: The total number of shares of stock which the
Corporation has authority to issue pursuant to the foregoing
amendment and restatement is 36,000,000, consisting of 26,000,000
shares of Common Stock, $.01 par value per share, and 10,000,000
shares of Preferred Stock, $.01 par value per share. The
aggregate par value of all authorized shares of stock having par
value is $360,000.
TENTH: The undersigned President acknowledges these
Articles of Amendment and Restatement/Articles of Restatement to
be the corporate act of the Corporation and, as to all matters or
facts required to be verified under oath, the undersigned
President acknowledges that, to the best of his knowledge,
information and belief, these matters and facts are true in all
material respects and that this statement is made under the
penalties for perjury.
IN WITNESS WHEREOF, the Corporation has caused these
Articles of Amendment and Restatement/Articles of Restatement to
be signed in its name and on its behalf by its President and
attested to by its Secretary on this 11th day of April, 2000.
ATTEST: THE POTOMAC EDISON COMPANY
/s/ Eileen M. Beck (SEAL) By: /s/ Jay S. Pifer
Eileen Beck Jay S. Pifer
Secretary President
FOR IMMEDIATE RELEASE
Allegheny Energy, Inc. Reports First Quarter Earnings
Hagerstown, Md., April 26, 2000 - Allegheny Energy, Inc. (NYSE: AYE) today
reported first quarter 2000 earnings of $86.4 million ($.78 per share),
excluding an extraordinary charge of $70.5 million ($.64 per share). First
quarter earnings for 1999 were $97.8 million ($.80 per share). The
extraordinary charge reflects a write-off of costs determined to be
unrecoverable as a result of West Virginia legislation requiring deregulation
of electric generation. As a result of the write-off, net earnings for the
first quarter were $15.9 million ($.14 per share).
According to Michael P. Morrell, Senior Vice President and Chief Financial
Officer, the move to customer choice in West Virginia and the Company's related
write-off pave the way for the transfer of the last major portion of the
Company's generating assets to the year-old Allegheny Energy Supply Company
(Genco) and also for the Company to move past the uncertainty of the
deregulation process.
"With the deregulation of West Virginia, Allegheny Energy will have 92 percent
of its low-cost generation freed from rate regulation. This is very positive
news, because the benefits from our increased sales of energy into deregulated
markets will flow directly to our shareholders," according to Morrell. "We also
have put the uncertainty of deregulation behind us and are positioned as a key
competitor in new growth markets."
Morrell added, "The quarter also marked notable revenue growth for the Company
of 26 percent or $177 million. This growth was primarily a result of greater
non-regulated revenues which increased by 150 percent over the first quarter
of 1999. Allegheny Energy continues to add to shareholder value through our
unregulated businesses."
First quarter earnings per share, excluding the extraordinary charge, were
affected by unplanned generating plant outages, which caused the Company to
make purchases of higher-priced power on the open energy market, and
substantially warmer than normal weather. The adverse effect on revenues due
to weather was partially offset by revenues and earnings from the Company's
newly acquired subsidiary, West Virginia Power, and lower depreciation expense.
Excluding the extraordinary charge and other charges as shown on the following
chart, earnings for the twelve months ended March 31, 2000, were $295.8 million
($2.61 per share), compared to $306.3 million ($2.50 per share) for the twelve
months ended March 31, 1999. The increase in earnings per share was due to the
Company's 1999 stock repurchase program and lower depreciation expense.
- - more -
<PAGE>
- 2 -
Per share earnings for the comparable 2000 and 1999 periods are:
<TABLE>
<CAPTION>
First Quarter 12 Months Ended March
2000 1999 2000 1999
<S> <C> <C> <C> <C>
Earnings before extraordinary
and other charges $ .78 $ .80 $ 2.61 $ 2.50
Extraordinary charges for West Virginia,
Maryland, and Pennsylvania restructuring ( .64) ( .77) ( 2.25)
Extraordinary charge for retired debt ( .09)
DQE merger-related costs ( .10)
Cancelled pumped-storage project ( .09)
Pennsylvania settlement costs ( .19)
Reported earnings $ .14 $ .80 $ 1.56 $ .06
</TABLE>
The 2000 extraordinary charge of $70.5 million ($.64 per share) reflects
write-offs by the Company's West Virginia subsidiaries as a result of the
West Virginia legislation. The extraordinary charges for the twelve months
ended March 31, 1999, and the Pennsylvania settlement costs reflect 1998
write-offs by the Company's Pennsylvania subsidiary of costs determined to
be unrecoverable due to deregulation proceedings in that state. The first
quarter 2000 write-off is shown below:
Millions of Dollars
Gross Net-of-Tax
Unrecoverable regulatory assets $ 60.0 $ 36.2
Rate stabilization obligation 56.7 34.3
2000 extraordinary charges $116.7 $ 70.5
Allegheny Energy was very active during the first quarter of 2000 on a variety
of fronts aimed at increasing revenue and enhancing shareholder value. The
following are some of our milestones:
* Expanding Our Generation Fleet
In February, Allegheny Energy Supply Company, our unregulated energy supply
business, announced plans to further increase our generating capacity with the
installation of five gas combustion turbines with a combined capacity of 220
megawatts (MW) at various sites throughout Pennsylvania. We are also moving
forward with plans to add a 540-MW combined cycle generating plant at
Springdale, Pa.
- - more -
<PAGE>
- 3 -
* Growing Through Non-Regulated Ventures
Several new initiatives announced by Allegheny Communications Connect (ACC),
our telecommunications subsidiary, will enable us to leverage our growing,
low-cost fiber optic network and offer value-added services to consumers.
ACC's recent activities include:
- - partnering with BroadbandNOW, Inc. to offer high-speed internet access and
multimedia content to retail customers in small- and mid-sized markets;
- - joining with five other energy and telecommunications companies to create
America's Fiber Network, a super-regional, high-speed fiber optics company
that will market its fiber capacity to wholesale providers; and
- - participating in a consortium that has been selected to build an advanced
information technology infrastructure and provide state-of-the-art
telecommunications services for the Commonwealth of Pennsylvania.
* Ranked Among the Nation's Top Companies
Allegheny Energy has been ranked among the nation's top companies in several
national reports. Allegheny Power, our energy delivery business, has received
national recognition for outstanding customer service in a major independent
survey of business customer satisfaction. Allegheny Power was ranked second in
the Eastern Region and ninth in the U.S. for customer satisfaction among
mid-sized businesses.
In addition, Allegheny Energy was named to this year's Fortune 1000, placing
529th overall and 40th in the gas and electric utilities group, and was ranked
485th on the Forbes 500 list.
* Allegheny Energy Employees Help Preserve the Environment
In April, more than 800 Allegheny Energy employees, family members, and friends
participated in our Earth Day 2000 Tire Collection Project. Volunteers collected
nearly 27,000 tires for recycling that had been improperly discarded in streams
and along roadsides in communities throughout our service area.
* Growing Through Customer Choice
West Virginia became the final state in our franchised service area to adopt
legislation that will give customers the option of choosing their electricity
provider. The new law also enables us to transfer our West Virginia generating
assets to Allegheny Energy Supply Company, increasing our ability to compete on
a larger scale and grow earnings.
Allegheny Energy, Inc. is a diversified energy company headquartered in
Hagerstown, Md. The Allegheny Energy family includes Allegheny Power, which
delivers electric energy and natural gas to about three million people in parts
of Maryland, Ohio, Pennsylvania, Virginia, and West Virginia; Allegheny Energy
Supply Company, LLC, which operates and markets competitive retail and wholesale
electric generation and operates regulated electric generation for its
affiliates; and Allegheny Ventures, which actively invests in and develops
telecommunications and energy-related projects. For more information, visit our
web site at www.alleghenyenergy.com.
- - ### -
ALLEGHENY ENERGY EARNINGS
First QUARTER 2000
<TABLE>
<CAPTION>
Three months ended March 31 2000 1999
_____________________________________________ _____________________
<S> <C> <C>
Sales to regular utility customers, gigawatt-hours (Note 1) 11,384 11,044
Revenues ($000) (Note 2)
Regular Utility Customers $606,044 $575,181
Other Utility Revenues 16,506 17,411
Nonutility Revenues 244,240 97,395
Total ($000) $866,790 $689,987
Consolidated income before extraordinary charge ($000) $86,395 $97,775
West Virginia extraordinary charge (Note 4) (70,505) -
Consolidated net income ($000) $15,890 $97,775
Basic and diluted earnings per average share (Note 3) $0.78 $0.80
West Virginia extraordinary charge (Note 4) ($0.64) -
Consolidated earnings per share $0.14 $0.80
Average common shares outstanding (000) 110,436 122,396
Twelve months ended March 31 2000 1999
_____________________________________________ ____________________
Sales to regular utility customers, gigawatt-hours (Note 1) 42,957 42,801
Revenues ($000) (Note 2)
Regular Utility Customers $2,223,751 $2,214,942
Other Utility Revenues 79,934 110,724
Nonutility Revenues 681,559 295,287
Total ($000) $2,985,244 $2,620,953
Consolidated income before extraordinary and other
charges ($000) $295,808 $306,293
West Virginia, Maryland, and Pennsylvania extraordinary
charges (Note 4) (87,455) (275,426)
Reacquired debt extraordinary charge (10,018) -
Merger-related costs (11,801) -
Davis pumped-storage generation project costs (9,998) -
Pennsylvania settlement costs - (23,748)
Consolidated net income ($000) $176,536 $7,119
Basic and diluted earnings per average share (Note 3)
Before extraordinary and other charges $2.61 $2.50
West Virginia, Maryland, and Pennsylvania extraordinary
charges (Note 4) (0.77) (2.25)
Reacquired debt extraordinary charge (0.09) -
Merger-related costs (0.10) -
Davis pumped-storage generation project costs (0.09) -
Pennsylvania settlement costs - (0.19)
Consolidated earnings per share $1.56 $0.06
Average common shares outstanding (000) 113,274 122,426
</TABLE>
Note 1: Excludes bulk power transaction sales.
Note 2: Excludes intercompany sales between nonutility and utility.
Note 3: Basic and diluted earnings per share are the same.
Note 4: Costs after taxes determined to be unrecoverable as a result of
deregulation proceedings in West Virginia, Maryland, and
Pennsylvania.
