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Filings Under the Public Utility Holding Company Act of 1935, as Amended (“Act”)

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Start Preamble July 28, 2000.

Notice is hereby given that the following filing(s) has/have been made with the Commission pursuant to provisions of the Act and rules promulgated under the Act. All interested persons are referred to the application(s) and/or declaration(s) for complete statements of the proposed transaction(s) summarized below. The application(s) and/or declaration(s) and any amendments is/are available for public inspection through the Start Printed Page 48021Commission's Branch of Public Reference.

Interested persons wishing to comment or request a hearing on the application(s) and/or declaration(s) should submit their views in writing by August 22, 2000, to the Secretary, Securities and Exchange Commission, Washington, DC 20549-0609, and serve a copy on the relevant applicant(s) and/or declarant(s) at the address(es) specified below. Proof of service (by affidavit or, in case of an attorney at law, by certificate) should be filed with the request. Any request for hearing should identify specifically the issues of fact or law that are disputed. A person who so requests will be notified of any hearing, if ordered, and will receive a copy of any notice or order issued in the matter. After August 22, 2000, the application(s) and/or declaration(s), as filed or as amended, may be granted and/or permitted to become effective.

Monongahela Power Company 70-9719

Notice of Proposal To Amend Articles of Incorporation; Make Cash Payments; Order Authorizing Solicitation of Proxies

Monongahela Power Company (“Monongahela Power”), 1310 Fairmont Avenue, Fairmont, West Virginia 26554, a wholly owned combination gas and electric utility subsidiary of Allegheny Energy, Inc. (“Allegheny”), a registered holding company, has filed a declaration with the Commission under sections 6(a)(2), 7(e) and 12(e) of the Public Utility Holding Company Act of 1935, as amended (“Act”), and rules 54, 62(d) and 65 under the Act.

Monongahela Power proposes to solicit proxies from the holders of its outstanding shares of preferred stock (“Proxy Solicitation”) for use at a special meeting (“Special Meeting”) of its stockholders to consider a proposed amendment to its Articles of Incorporation (the “Articles”) that would eliminate in its entirety paragraph (a) of subdivision (11) of section 1.5 of the Articles, a provision restricting the amount of unsecured debt issuable by Monongahela Power (“Proposed Amendment”).[1] Monongahela Power proposes that the Special Meeting take place on or about August 30, 2000. Adoption of an amendment to the Articles requires the affirmative vote at the Special Meeting by the holders of not less than two-thirds of the outstanding shares of each of (i) the preferred stock of all series (“Preferred Stock”),[2] voting together as one class, and (ii) the common stock.[3] If the Proposed Amendment receives the required number of votes, then Monongahela Power seeks authority to amend its Articles.

If the Proposed Amendment is adopted, Monongahela Power proposed to make a special cash payment of $1.00 per share (“Cash Payment”) to each preferred stockholder whose shares of Preferred Stock are properly voted at the Special meeting (in person by ballot or by proxy) in favor of the Proposed Amendment. Monongahela Power proposes to disburse Cash Payments out of its general funds, promptly after adoption of the Proposed Amendment.

Monongahela Power requests that an order authorizing the solicitation of proxies be issued as soon as practicable under rule 62(d). It appears to the Commission that Monongahela Power's declaration regarding the proposed solicitation of proxies should be permitted to become effective immediately under rule 62(d).

Allegheny states, for purposes of rule 54, that the conditions specified in rule 53(a) are satisfied and that none of the adverse conditions specified in rule 53(b) exist. As a result, the Commission will not consider the effect on the Allegheny system of the capitalization or earnings of any Allegheny subsidiary that is an exempt wholesale generator or foreign utility company, as each is defined in sections 32 and 33 of the Act, respectively, in determining whether to approve the proposed transactions.

Fees, commissions, and expenses to be incurred in connection with the transactions described in the declaration are expected not to exceed $130,000. Monongahela Power states that no state or federal commission, other than this Commission, has jurisdiction over the proposed transactions.

It is ordered, under rule 62 under the Act, that the declaration regarding the proposed solicitation of proxies can become effective immediately, subject to the terms and conditions contained in rule 24 under the Act.

Start Signature

For the Commission, by the Division of Investment Management, under delegated authority.

Margaret H. McFarland,

Deputy Secretary.

End Signature End Preamble


1.  To issue unsecured debt over the limitation set out in the Articles, Monongahela Power currently must have a majority vote of the preferred stockholders. In S.E.C. file no. 70-9625, Monongahela Power seeks authority to acquire Mountaineer Gas Company, an indirectly owned gas utility subsidiary of Energy Corporation of America (“ECA”), a Colorado public utility holding company claiming exemption from registration under section 3(a)(1) by rule 2 under the Act. Monongahela Power states that at the time of financing the proposed acquisition, Monongahela Power would like the flexibility to incur unsecured debt. Monongahela Power states that elimination of the provision will allow it to be more flexible and competitive.

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2.  The five series of Preferred Stock consist of the 4.40% Series, of which 90,000 shares are outstanding; the 4.50% Series C, of which 60,000 shares are outstanding; the 6.28% Series D, of which 50,000 shares are outstanding; and the 7.73% Series L, of which 50,000 shares are outstanding.

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3.  Allegheny is the holder of all of Monongahela Power's outstanding shares of common stock. Allegheny has advised Monongahela Power that it intends to vote all of the outstanding shares of common stock of Monongahela Power in favor of the Proposed Amendment.

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[FR Doc. 00-19732 Filed 8-3-00; 8:45 am]