[Federal Register Volume 70, Number 180 (Monday, September 19, 2005)]
[Notices]
[Pages 54970-54971]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E5-5093]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-28028]


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

September 12, 2005.
    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 October 7, 2005, to the Secretary, Securities and Exchange 
Commission, 100 F Street, NE., Washington, DC 20549-9303, 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 October 7, 2005, the 
application(s) and/or declaration(s), as filed or as amended, may be 
granted and/or permitted to become effective.

Allegheny Energy, Inc., et al. (70-10330)

    Allegheny Energy, Inc. (``Allegheny''), a registered holding 
company, and its wholly-owned public utility company subsidiary, 
Monongahela Power Company (``Monongahela'' and, together with 
Allegheny, the ``Applicants''), 800 Cabin Hill Drive, Greensburg, 
Pennsylvania 15601, have filed an

[[Page 54971]]

application-declaration (``Application'') under sections 12(c) and 
12(d) of the Act and rules 44, 46, and 54 under the Act.
    The Applicants request authorizations in connection with 
Monongahela's proposal to sell its utility assets located in Ohio, 
except certain excluded assets, to Columbus Southern Power Company 
(``CSP'').\1\ The sale is the result of a series of developments in 
connection with the restructuring of the electric utility industry in 
Ohio. In response to 1999 Ohio legislation that required Monongahela to 
provide its Ohio retail electric customers the right to choose their 
electric generation supplier beginning January 1, 2001, the Public 
Utilities Commission of Ohio (``PUCO'') approved a settlement of 
Monongahela's transition plan, which included a transfer of its Ohio 
generation assets to an affiliate at book value and under which 
Monongahela guaranteed that its large commercial and industrial 
customers would be provided capped rates through 2003 and its other 
retail customers would be provided capped rates through 2005 should 
they elect not to choose an alternative supplier.
---------------------------------------------------------------------------

    \1\ CSP is an electric utility company and a subsidiary company 
of American Electric Power Company, Inc., a registered holding 
company.
---------------------------------------------------------------------------

    Monongahela and CSP have entered into an Asset Purchase Agreement 
(``APA'') under which Monongahela has agreed to sell, assign, convey, 
transfer and deliver to CSP all of Monongahela's right, title, and 
interest in assets used by Monongahela in its Ohio transmission and 
distribution business, with the exception of certain excluded assets. 
These assets include, 59 miles of transmission lines, related 
substations and associated property, and approximately 1,167 miles of 
distribution facilities that are located in Ohio and that constitute 
utility assets under the Act. The associated property includes the 
easements and/or real property interests on which the lines and related 
substations are located and other physical property required for 
transmission and distribution service. In addition, Monongahela will 
transfer to CSP other assets, such as contracts, books, records, 
accounts, inventories, machinery, tools, furniture, and other personal 
property.
    The purchase price for these assets will be the net book value at 
the time the Transaction closes of the assets identified as Acquired 
Assets in Section 2.1 of the APA, plus $10,000,000, less Monongahela's 
share of property taxes as specified in the APA. The net book value of 
the utility assets to be sold to CSP was approximately $46.6 million at 
March 31, 2005. The consideration for the utility assets to be sold in 
the Transaction was the product of arm's-length bargaining between 
unaffiliated parties. In addition, the Transaction is being undertaken 
at the behest, and under the review of, the PUCO. Applicants submit 
that for these reasons, the consideration Monongahela will receive 
reflects carrying value for the assets that the CSP will acquire in the 
Transaction and, therefore, will satisfy the requirements of section 
12(d). Applicants submit that the authorizations requested in this 
Application are in their best interest and are appropriate for the 
protection of investors and consumers.
    Applicants seek authority for Monongahela to dividend to Allegheny 
out of unearned surplus the proceeds received from the sale of those 
assets. The proceeds would be used by Allegheny to reduce debt and for 
other lawful corporate purposes.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Jonathan G. Katz,
Secretary.
[FR Doc. E5-5093 Filed 9-16-05; 8:45 am]
BILLING CODE 8010-01-P