[Federal Register Volume 63, Number 65 (Monday, April 6, 1998)]
[Notices]
[Page 16833]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 98-8928]



[[Page 16833]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-26853]


Filings Under the Public Utility Holding Company Act of 1935, as 
Amended (``Act'')

March 31, 1988.
    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 thereunder. 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 thereto is/are available for public 
inspection through the Commission's Office 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 April 22, 1998, to the Secretary, Securities and Exchange 
Commission, Washington, DC 20549, 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 
shall 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 said date, the application(s) and/or declaration(s), as 
filed or as amended, may be granted and/or permitted to become 
effective.

Allegheny Energy, Inc. (70-9187)

Notice of Proposal to Issue and Sell Common Stock; Order Authorizing 
Solicitation of Proxies

    Allegheny Energy, Inc. (``AE''), 10435 Downsville Pike, Hagerstown, 
Maryland, a registered holding company, has filed a declaration under 
section 6(a), 7 and 12(e) of the Act and rules 54, 62 and 65.
    The AE Board of Directors has adopted the Allegheny Energy, Inc. 
1998 Long-Term Incentive Plan (``Plan''), subject to shareholder 
approval. AE proposes to issue and sell, through December 31, 2010, up 
to 10 million shares of this common stock, par value $1.25 per share 
(``Common Stock''), under the Plan. In addition, AE proposes to solicit 
proxies from its shareholders to approve the proposed Plan and to pay 
expenses related to the solicitation of proxies.
    The purpose of the Plan is to maximize the long-term success at AE, 
to ensure a balanced emphasis on both current and long-term 
performance, to enhance Plan participants' identification with 
shareholders' interests, and to attract and retain competent key 
individuals. The Management Review and Director Affairs Committee of 
AE's board of directors (``Committee'') will administer the Plan. The 
Committee will consist of not less than two directors who are not 
employees of AE or its subsidiaries. The Committee will have exclusive 
authority to interpret the Plan and to designate the recipients of the 
Common Stock awarded under the Plan (``Awards'').
    The Plan has no fixed expiration date. However, for the purpose of 
awarding incentive stock options under section 422 of the Internal 
Revenue Code, the Plan will expire ten years from its effective date. 
Certain provisions of the Plan relating to performance-based Awards 
under section 162(m) of the Internal Revenue Code will expire on the 
fifth anniversary of the Plan's effective date. AE's board of directors 
may terminate or amend the Plan at any time, but may not, without 
stockholder approval, increase the total number of shares of Common 
Stock available for grants.
    Awards granted under the Plan include: (1) nonqualified stock 
options, which entitle the grantee to purchase, not more than ten years 
after the grant, up to the number of shares of Common Stock specified 
in the grant at a price set by the Committee at the time the grant is 
made; (2) incentive stock options, as designated by the Committee and 
defined in section 422 of the Internal Revenue Code; (3) performance 
awards, which are grants of rights to receive a payment of cash and/or 
shares of Common Stock contingent upon the extent to which certain 
predetermined performance targets have been met; and (4) restricted 
stock awards, which are grants of shares of Common Stock held by AE for 
the benefit of the grantee without payment of consideration by the 
grantee, subject to certain limitations on transferability and other 
restrictions.
    Common Stock used for Awards under the Plan may be authorized but 
unissued Common Stock or Common Stock purchased on the open market, in 
private transactions or otherwise. The number of shares available for 
issuance under the Plan are subject to anti-dilution adjustments upon 
the occurrence of significant corporate events.
    As mentioned above, AE proposes to solicit proxies from its 
shareholders to approve the proposed plan at AE's Annual Meeting 
scheduled to be held on May 14, 1998. AE 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 the declaration, to the extent 
that it relates to the proposed solicitation of proxies, should be 
permitted to become effective immediately under rule 62(d).
    It is ordered, that the declaration, to the extent that it relates 
to the proposed solicitation of proxies, be permitted to become 
effective immediately, under rule 62 and subject to the terms and 
conditions prescribed in rule 24 under the Act.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 98-8928 Filed 4-3-98; 8:45 am]
BILLING CODE 8010-01-M