[Federal Register Volume 65, Number 151 (Friday, August 4, 2000)]
[Notices]
[Pages 48020-48021]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 00-19732]


=======================================================================
-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-27204]


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

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

[[Page 48021]]

Commission'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.
---------------------------------------------------------------------------

    \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.
    \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.
    \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.
---------------------------------------------------------------------------

    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.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 00-19732 Filed 8-3-00; 8:45 am]
BILLING CODE 8010-01-M