Monongahela Power Co/OH – ‘POS AMC’ on 3/18/94

As of:  Friday, 3/18/94   ·   Accession #:  67646-94-17   ·   File #:  70-06179

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Post-Effective Amendment to a U-1   —   Form U-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: POS AMC     Pleasants Post-Effective Amendment No. 6               6     16K 

POS AMC
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                                                            File No. 70-6179

SECURITIES AND EXCHANGE COMMISSION  

Washington, D.C.  20549 

POST-EFFECTIVE AMENDMENT NO. 6  

TO  

APPLICATION OR DECLARATION  

UNDER 

THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935  

     Monongahela Power Company
1310 Fairmont Avenue
Fairmont, WV  26554 

      The Potomac Edison Company
 10435 Downsville Pike
      Hagerstown, MD  21740-1766

   West Penn Power Company
800 Cabin Hill Drive
 Greensburg, PA  15601

(Name of company or companies filing this statement and addresses   
of principal executive offices)                                     

        Allegheny Power System, Inc.

(Name of top registered holding company parent of each applicant    
or declarant)                                                       

  Nancy H. Gormley, Esq.
        Allegheny Power System, Inc.
12 East 49th Street 
New York, NY  10017 

(Name and address of agent for service)                             

POS AMC
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The undersigned Applicants hereby amend their           
Application or Declaration as previously amended as follows:                    

1.    By deleting the last seven paragraphs of Item 1.              
Description of Proposed Transactions, and adding the following                  
material in place thereof:                                                      

The County Commission of Pleasants County, West         
Virginia (the "County Commission") proposes to issue $77,500,000                
aggregate principal amount in three new series of long-term bonds               
(each series to be designated as "Series C Bonds", collectively                 
hereinafter referred to as the "Series C Bonds"), the proceeds of               
which will be used to refund the County Commission's Series B                   
Pollution Control Revenue Bonds currently outstanding as follows:               
(i) $11,500,000 principal amount of Pollution Control Revenue                   
Bonds 6.95% (West Penn Power Company Pleasants Power Station                    
Project), 1978 Series B; (ii) $20,000,000 principal amount of                   
Pollution Control Revenue Bonds 7.00% (West Penn Power Company                  
Pleasants Power Station Project), 1978 Series B; (iii) $21,000,000              
principal amount of Pollution Control Revenue Bonds 7.30% (The                  
Potomac Edison Company Pleasants Power Station Project), 1978                   
Series B; and (iv) $25,000,000 principal amount of Pollution                    
Control Revenue Bonds 7.75% (Monongahela Power Company Pleasants                
Power Station Project), 1979 Series B (collectively, the "Series B              
Bonds").                                                                        

POS AMC
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Monongahela Power Company ("Monongahela"), The Potomac  
Edison Company ("Potomac Edison") and West Penn Power Company                   
("West Penn") (collectively, the "Companies") request authority                 
until December 31, 1995 to enter into the proposed transaction and              
to issue new promissory notes which will be substituted for and                 
replace the promissory notes presently outstanding.  The presently              
outstanding notes will be canceled.  The Series C Bonds will be                 
issued under a supplemental trust indenture with a corporate                    
trustee, approved by the Companies, and sold at such time, at such              
interest rate and for such price as shall be approved by the                    
Companies.  However, the interest rate for each series of Series C              
Bonds will not exceed the interest rate of the corresponding                    
series of Series B Bonds presently outstanding.  The timing of the              
financing will depend upon a subjective determination by the                    
Companies of market conditions.  The Series C Bonds will mature no              
later than the year 2020.                                                       

The Companies also request an exception from the        
competitive bidding requirements of Rule 50 for this transaction,               
as compliance is not necessary or appropriate for the protection                
of investors or consumers.                                                      

Each Company will deliver concurrently with the         
issuance of the Series C Bonds, its non-negotiable Pollution                    
Control Note (collectively, the "Notes") corresponding to such                  
series of Bonds in respect of principal amount, interest rate and               
redemption provisions (which may include a special right of the                 
holder to require the redemption or repurchase of the Bond at                   
stated intervals) and having installments of principal                          
corresponding to any mandatory sinking fund payments and stated                 
maturities.  The Notes will be secured by a second lien on the                  
Facilities and certain other properties, pursuant to the Deed of                
Trust and Security Agreement dated November 1, 1977, as                         
supplemented by a First Supplement thereto dated August 1, 1978 as              
to West Penn and Potomac Edison and a First Supplemental thereto                
dated February 1, 1979 as to Monongahela, delivered by the                      
Companies to the trustee creating a mortgage and security interest              
in the Facilities and certain other property (subject to the lien               
securing each Company's first mortgage bonds).  Payment on the                  
Notes will be made to the Trustee under the Second Supplemental                 
Indentures described below, copies of which are attached as                     
Exhibit G-1-C, and shall be applied by the Trustee to pay the                   
maturing principal and redemption price of and interest and other               
costs on the Series C Bonds as the same become due.  Each Company               
also proposes to pay any trustees' fees or other expenses incurred              
by the County Commission.                                                       

It is expected that the County Commission will engage   
an underwriter or underwriters to provide financial advice and                  
underwrite the sale of the Series C Bonds.  Fees, commissions and               
expenses of the underwriters and legal counsel in connection with               
the proposed transaction will be filed by amendment.  The                       

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Companies have been informed that the County Commission has legal               
authority to issue tax exempt revenue bonds in accordance with the              
proposed documents and the Companies understand that legal                      
opinions to that effect will be delivered to appropriate parties                
at, or prior to, the closing date.  The Series C Bonds will be in               
registered form and will bear interest semi-annually at rates to                
be determined.  The Series C Bonds will be issued pursuant to                   
supplemental indentures which will provide for redemption, no-call              
and other appropriate provisions to be determined.  The                         
supplemental indentures will also provide that all of the proceeds              
from the sale of the Series C Bonds by the County Commission must               
be applied to the cost of the Facilities, including the cost of                 
refunding the Series B Bonds.                                                   

The Series C Bonds will be secured by the Notes and     
will be supported by various covenants of each Company contained                
in the original Pollution Control Financing Agreement dated as of               
November 1, 1977, (the "Agreement") copies of which have                        
previously been filed as Exhibit G-2.  A copy of the form of                    
Indenture has previously been filed as Exhibit G-1(A), copies of                
the First Supplemental Indentures have previously been filed as                 
Exhibit G-1(B), and a copy of the form of the Second Supplemental               
Indentures will be filed as Exhibit G-1(C).                                     

POS AMC
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Applicants desire to consummate the proposed            
transactions and refund the Series B Bonds to provide the lowest                
cost of permanent financing for non-revenue-producing pollution                 
control equipment which the Companies have been required to                     
install to meet environmental standards.  The Companies have been               
advised that the annual interest rate on tax exempt bonds has been              
approximately 1% to 3% lower than the interest rate on taxable                  
obligations of comparable quality, depending upon the type to be                
sold by the County Commission.                                                  

2.    Applicants hereby amend Item 3.  Applicable Statutory         
Provisions, and replace it with the following:                                  

The Companies are informed by counsel that the                      
proposed transactions may be subject to Sections 6(a),              
7, 9(a), 10 and 12(c) of the Public Utility Holding                 
Company Act of 1935 and Rule 50(a)(5) thereunder.                   

POS AMC
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SIGNATURE             

Pursuant to the requirements of the Public Utility Holding          
Company Act of 1935, the undersigned companies have duly caused                 
this statement to be signed on their behalf by the undersigned                  
thereunto duly authorized.                                                      
                 MONONGAHELA POWER COMPANY

                By      NANCY H. GORMLEY
                        Nancy H. Gormley
                       Counsel

                  THE POTOMAC EDISON COMPANY

                By      NANCY H. GORMLEY
                        Nancy H. Gormley
                       Counsel

               WEST PENN POWER COMPANY

                By      NANCY H. GORMLEY
                        Nancy H. Gormley
                       Counsel

Dated:  March 18, 1994                                                          

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘POS AMC’ Filing		Date		First		Last			Other Filings
		12/31/95		3					10-K405
Filed on:		3/18/94		6
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