EXHIBIT D-5
UNITED STATES OF AMERICA
BEFORE THE
FEDERAL ENERGY REGULATORY COMMISSION
The Potomac Edison Company, )
Allegheny Energy Supply Company, L.L.C., ) Docket No. EC00-83-______
PE Transferring Agent, L.L.C., )
[To be named], L.L.C., and )
Green Valley Hydro, LLC )
AMENDED JOINT APPLICATION
UNDER SECTIONS 203 OF THE FEDERAL POWER ACT
FOR THE DISPOSITION OF JURISDICTIONAL FACILITIES
Pursuant to Section 203 of the Federal Power Act and
Part 33 of the Commission's regulations thereunder, The
Potomac Edison Company ("Potomac"), Allegheny Energy Supply
Company, L.L.C. ("AE Supply"), PE Transferring Agent, L.L.C.
('Transferring Agent"), [To be named], L.L.C. ("Genco"), and
Green Valley Hydro, LLC ("Green Valley") (together, the
"Applicants") respectfully request an order from the
Commission before June 30, 2000 approving the additional
transfers, described below, so they may complete the proposed
transactions prior to retail competition in Maryland beginning
on July 1, 2000.
I. Summary
In the pending application, Potomac has requested
Commission authorization to transfer certain jurisdictional
assets to AE Supply in a three-step intra-corporate
realignment. In summary, Potomac has proposed to transfer:
(1) the shares of jurisdictional step-up transformers
allocable to Potomac's Maryland, West Virginia and Virginia
service areas (excluding Potomac's Virginia hydroelectric
assets); (2) securities evidencing Potomac's ownership share
of Allegheny Generating Company, (3) certain wholesale power
purchase and supply agreements, including those jurisdictional
agreements Potomac may enter into between the date of the
Application and the date of the proposed corporate
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reorganization, and (4) Potomac's pollution control and solid
waste bonds associated with the transferred generating assets.
Potomac proposes to transfer these assets temporarily to PE
Transferring Agent, and then to Genco, before the final
disposition to AE Supply.
Potomac now proposes to transfer its Virginia
hydroelectric assets to a new special purpose corporation,
Green Valley, upon approval by the Virginia Corporation
Commission ("VCC") of Potomac's plan functionally to separate
its Virginia generation assets from its retail transmission
and distribution assets. The Virginia hydroelectric assets
are identified on Schedule 1 hereto. A copy of Potomac's
application to the VCC is attached as Exhibit G hereto, which
supplements the Exhibit G information Potomac provided in its
original application in this proceeding. Potomac is also
attaching at Exhibit G a copy of its amended Form U-1 filing
with the Securities and Exchange Commission.
Potomac proposes, subject to Commission
authorization, to transfer to Green Valley the jurisdictional
transmission facilities included within the Virginia
hydroelectric facilities' project boundaries.<F1> In particular,
Potomac plans to (1) form Green Valley as a special purpose
corporation to own the Virginia hydroelectric facilities and
become the licensee of the projects, (2) transfer the projects
to Green Valley as a capital contribution in exchange for the
equity shares of Green Valley, (3) dividend the shares of
Green Valley to Allegheny Energy, Inc., its holding company
parent, and (4) Green Valley will then become a subsidiary of
AE Supply. The financial impact of the proposed transaction
is shown on Exhibits C (balance sheets) and E (income
statement) attached hereto, which supplement the information
contained in Exhibits C and E of the original application.
____________________
<F1> Potomac is filing a separate application under Part 9 of
the Commission's regulations, 18 C.F.R. Part 9 (1999), to
transfer its licenses for these hydroelectric generating
stations to Green Valley.
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In addition, the Applicants are amending their
application to clarify that they propose to transfer all of
the jurisdictional transmission assets included within the
project boundaries of their West Virginia hydroelectric
facilities (Millville, Dam #4 and Dam #5), not just the step-
up transformers. The financial impact of this transfer is
also reflected in Exhibits C and E.
Potomac wishes to transfer its Maryland
jurisdictional assets to AE Supply as of July 1, 2000 to
correspond with the onset of retail competition in Maryland
effective on that date, as described in the original
application. Potomac hopes to transfer its other
jurisdictional assets to AE Supply and Green Valley as of July
1, 2000 as well, but the transfer date for those assets may be
delayed subject to any additional authorizations which may be
required from West Virginia or Virginia. Accordingly, the
Applicants respectfully request expeditious consideration of
their application, as amended, and request the Commission to
issue a decision on or before June 30, 2000.
II. The proposed transactions described in this amended
application satisfy the requirements of Section 203 of the
Federal Power Act
The Applicants incorporate by reference the
discussion of why their application satisfies the requirements
of Section 203 of the Federal Power Act contained in their
April 26, 2000 application.
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III. Requirement Under Part 33 of the Commission's
Regulations
In accordance with Section 33.2 of the Commission's
regulations (18 C.F.R. 33.2 (1999)), the Applicants provide
the following additional information to supplement their April
26, 2000 application:
A. Section 33.2(a)
The exact names and addresses of the principal business
offices.
The Applicants provided this
information in their April 26, 2000
application.
B. Section 33.2(b)
Name and address of the persons authorized to receive
notices and communication in respect to application.
The Applicants provided this
information in their April 26, 2000
application.
C. Section 33.2(c)
Designation of the territories served by counties and
States.
The Applicants provided this
information in their April 26, 2000
application.
D. Section 33.2(d)
A general statement briefly describing the facilities
owned or operated for transmission of electric energy in
interstate commerce or the sale of electric energy at
wholesale in interstate commerce.
The Applicants provided this
information in their April 26, 2000
application.
E. Section 33.2(e)
Whether the application is for disposition of facilities
by sale, lease, or otherwise, a merger or consolidation
of facilities, or for purchase or acquisition of
securities of a public utility, also a description of the
consideration, if any, and the method of arriving at the
amount thereof.
In addition to the request for Commission approval
of the transfer by Potomac to, and acquisition by, AE Supply
of the jurisdictional assets described in the April 26, 2000
application, Potomac requests Commission authorization to
transfer its interests in the jurisdictional transmission
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facilities associated with Potomac's hydroelectric projects
listed on Schedule 1 hereto. Potomac proposes to transfer
these assets at their depreciated net book value in
consideration for 100 percent of the interest in Green Valley
as explained above.
F. Section 33.2(f)
A statement of facilities to be disposed of,
consolidated, or merged, giving a description of their
present use and of their proposed use after disposition,
consolidation, or merger. State whether the proposed
disposition of facilities or plan for consolidation or
merger includes all the operating facilities of the
parties to the transaction.
In addition to the facilities described in the
Applicants' April 26, 2000 application, Potomac proposes to
transfer to Green Valley the jurisdictional transmission
facilities associated with the Virginia and West Virginia
hydroelectric projects listed on Schedule 1.
G. Section 33.2(g)
A statement (in the form prescribed by the Commission's
Uniform System of Accounts for Public Utilities and
Licensees) of the cost of the facilities involved in the
sale, lease, or other disposition or merger or
consolidation. If original cost is not known, an
estimate of original cost based, insofar as possible,
upon records or data of the application or its
predecessors must be furnished, together with a full
explanation of the manner in which such estimate has been
made, and a description and statement of the present
custody of all existing pertinent data and records.
The Applicants are providing the following
information in addition to that contained in their April 26,
2000 application:
Transmission Facilities at Hydroelectric Stations.
As explained above, Potomac proposes to transfer to Green
Valley the jurisdictional transmission facilities associated
with Potomac's Virginia hydroelectric projects, and to
transfer to AE Supply all of the jurisdictional transmission
facilities associated with Potomac's West Virginia
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hydroelectric projects. The original cost of these assets was
$768,730, and the depreciated net book value of these
facilities at December 31, 1999 was $496,888. See Schedule 1.<F2>
H. Section 33.2(h)
A statement as to the effect of the proposed transaction
upon any contract for the purchase, sale, or interchange
of electric energy.
The proposed disposition in this amended application
will have no material impact upon any contract for the
purchase, sale, or interchange of electric energy in
interstate commerce.
I. Section 33.2(i)
A statement as to whether or not any application with
respect to the transaction or any part thereof is
required to be filed with any other federal or state
regulatory body.
The Applicants have filed an amended application for
approvals from the Securities and Exchange Commission and a
copy of that filing is attached as Exhibit G hereto. Also
attached as Exhibit G is a copy of Potomac's application to
the VCC for approval of its plan functionally to separate its
generation assets from its retail transmission and
distribution assets in anticipation of retail open access in
Virginia.
J. Section 33.2(j)
The facts relied upon by applicants to show that the
proposed disposition, merger, or consolidation of
facilities or acquisition of securities will be
consistent with the public interest.
The Applicants have provided an explanation of why
their proposed dispositions are consistent with the public
interest in their April 26, 2000 application.
____________________
<F2> The book value of the listed assets may vary slightly at
the time of actual disposition; however, the Applicants
anticipate that any such changes will not be material.
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K. Section 33(k)
A brief statement of franchises held, showing date of
expiration if not perpetual.
The Applicants provided this
information in their April 26, 2000
application.
H. Section 33.2(l)
A form of notice suitable for publication in the Federal
Register, as well as a copy of the same notice in
electronic format (in either ASCII text, Word Perfect 5.1
for DOC or Word Perfect 5.2 for windows format) on a 3
1/2" diskette marked with the name of the applicant and
the words "Notice of Filing" which will briefly summarize
the facts contained in the application in such way as to
acquaint the public with its scope and purpose.
A draft notice suitable for publication in the
Federal Register which briefly summarizes the facts of the
proposed disposition is attached as Schedule 2. An electronic
version of the draft notice is separately enclosed on a 3 1/2"
computer diskette.
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CONCLUSION
For the foregoing reasons, Potomac, AE Supply, PE
Transferring Agent, PE Genco, and Green Valley respectfully
request expeditious Commission approval under Section 203 of
the Federal Power Act of the transactions described above and
in their April 26, 2000 application.
Respectfully submitted,
Raymond B. Wuslich
Winston & Strawn
1400 L Street, N.W.
Washington, D.C. 20005
phone: (202) 371-5700
fax: (202) 371-5950
email: [email protected]
Patricia J. Clark
Deborah J. Henry
Allegheny Energy Service Corporation
800 Cabin Hill Drive
Greensburg, PA 15601
phone: (724) 838-6217
fax: (724) 830-5184
e-mail: [email protected]
[email protected]
Attorneys for the Applicants
June 8, 2000
Document: AE Supply 203 app.doc
6-21-00/09:54AM
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Schedule 1
The Potomac Edison Company's
Hydroelectric Generating Assets
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<TABLE>
<CAPTION>
Potomac Edison Company - Hydroelectric Generation
Assets
<S> <C> <C>
Potomac
Power Station Ownership Share Location
Luray 100% VA
Newport 100% VA
Shenandoah 100% VA
Warren 100% VA
Millville Hydroelectric Station 100% WVA
Dam #4 Hydroelectric Station 100% WVA
Dam #5 Hydroelectric Station 100% WVA
</TABLE>
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Schedule 2
Form of Federal Register Notice
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