[Federal Register Volume 69, Number 156 (Friday, August 13, 2004)]
[Notices]
[Page 50230]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 04-18496]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-27883]


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

August 9, 2004.
    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 amendment(s) is/are available for public 
inspection through the 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 September 3, 2004, 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 the case of an attorney at law, 
by certificate) should be filed with the request. Any request for 
hearing should identify specifically the issues of facts 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 September 3, 2004, the application(s) and/or 
declaration(s), as filed or as amended, may be granted and/or permitted 
to become effective.

Allegheny Energy, Inc. (70-10232)

    Allegheny Energy, Inc. (``Allegheny''), 800 Cabin Hill Drive, 
Greensburg, PA 15601, a registered holding company under the Act has 
filed a declaration under sections 6(a) and 7 of the Act and rule 54 
under the Act.
    Allegheny is a diversified energy company, headquartered in 
Greensburg, Pennsylvania. Allegheny delivers electric energy to 
approximately 1.6 million customers in parts of Maryland, Ohio, 
Pennsylvania, Virginia, and West Virginia, and natural gas to 
approximately 230,000 customers in West Virginia through the following 
wholly-owned regulated public utility companies: West Penn Power 
Company, The Potomac Edison Company, Monongahela Power Company, and 
Mountaineer Gas Company.
    Allegheny requests authority from the Commission to issue shares of 
common stock, $1.25 par value (the ``Common Stock'') in accordance with 
the terms of a Non-Employee Director Stock Plan (the ``Plan''). Under 
the Plan, Allegheny proposes to issue up to 300,000 shares of Common 
Stock to its non-employee directors.\1\ The Plan provides that, on 
March 31, 2004 and each March 31, June 30, September 30, and December 
31 thereafter, Allegheny will issue a number of shares as determined by 
the Board, up to a maximum of 1,000 shares of Common Stock (the ``Share 
Payment'') to each person then serving as a non-employee director for 
services rendered during the quarter.\2\ In addition, any director 
whose service terminates during the quarter due to death or disability 
will be issued the same Share Payment. For 2004, the Board has set the 
quarterly Share Payment to each non-employee director at 800 shares of 
Common Stock. The Share Payments are in addition to cash compensation 
that each non-employee director receives for Board service, but the 
Plan will supersede and replace Allegheny's prior policy of granting 
$12,000 worth of Common Stock annually to non-employee directors as 
part of his or her director compensation. The Plan has been approved by 
Allegheny's Board of Directors (the ``Board'') and by Allegheny's 
stockholders at the company's 2004 annual meeting of stockholders. No 
Share Payments will be made under the Plan, until Allegheny receives 
the Commission's authorization under the Act, which is the only 
regulatory approval required prior to making the Share Payment. Upon 
receipt of the Commission's authorization to issue the Common Stock 
under the Plan, Share Payments that were due under the Plan since March 
31, 2004 will be made within 10 business days thereafter.
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    \1\ The number of shares of Common Stock authorized under the 
Plan may be adjusted to reflect a stock split, combination of 
shares, recapitalization, stock dividend, or other similar changes 
in Allegheny's capital stock after the adoption of the Plan.
    \2\ Each non-employee director will have the right to defer 
Share Payments due under the Plan in accordance with the Allegheny 
Energy, Inc. Revised Plan for Deferral of Compensation of Directors 
or any successor plan.
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    The Plan is intended to aid Allegheny in attracting and retaining 
non-employee directors by encouraging and enabling them to acquire a 
financial interest in Allegheny, and to align the economic interest of 
the participants with those of Allegheny's stockholders. The Board has 
determined that the compensation to be made to non-employee directors 
under the Plan is appropriate in type and amount and competitive with 
compensation paid to directors by other companies of similar size and 
in similar businesses.
    The Plan will be administered by the Board, which will have 
authority to interpret the Plan's provisions, and adopt, amend, and 
rescind rules and regulations for the Plan. The Board, without further 
stockholder approval, may amend the Plan to conform the Plan to 
securities or other laws, rules, regulations, or requirements 
applicable to the Plan, and may generally amend the Plan. The Board, 
however, cannot, without prior stockholder approval, amend the Plan to: 
(1) Change the number of shares of Common Stock available for issuance 
under the Plan; or (2) Increase from 1,000 the maximum number of shares 
that can be issued each quarter to each non-employee director. The 
Board may also suspend or discontinue the Plan, in whole or in part, 
but any suspension or discontinuance will not affect any shares of 
Common Stock issued under the Plan prior to that action. Under the 
Plan, 300,000 shares of Common Stock will be available for payment to 
the participants.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 04-18496 Filed 8-12-04; 8:45 am
BILLING CODE 8010-01-P]