UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
October 6, 2006 (October 5, 2006)
Date of report (Date of earliest event reported)
ALLEGHENY ENERGY, INC.
(Exact name of registrant as specified in charter)
Maryland 1-267 13-5531602
(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
800 Cabin Hill Drive
Greensburg, Pennsylvania 15601-1689
(Address of principal executive of offices (Zip code)
Registrant's telephone number, including area code: (724) 837-3000
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Effective October 5, 2006, Allegheny Energy, Inc. (the "Company")
adopted an Amended and Restated Revised Plan for Deferral of Compensation of
Directors (the "Deferral Plan"), which reflects certain revisions to the
Company's previous Revised Plan for Deferral of Compensation of Directors (the
"Prior Plan") that are intended to, among other things, ensure compliance with
the requirements of Section 409A of the Internal Revenue Code of 1986, as
amended ("409A").
As previously disclosed in the Company's Annual Report on Form 10-K for
the year ended December 31, 2005, each non-employee member (each, a "Director")
of the Company's Board of Directors (the "Board") receives for all services to
the Company (a) $25,000 in annual retainer fees, (b) $1,250 for each Board
meeting attended and (c) $1,250 for each committee meeting attended, except that
members of the Audit Committee of the Board each receive $1,500 for each meeting
of the Audit Committee attended. The Chairpersons of the Audit Committee,
Management Compensation and Development Committee and Nominating and Governance
Committee of the Board receive additional fees for their service as such. In
addition, each non-employee Director is entitled to receive 1,000 shares of the
Company's Common Stock, par value $1.25 per share (the "Common Stock") per
quarter under the Company's Non-Employee Director Stock Plan (the "Stock Plan").
Under the Deferral Plan, non-employee Directors may elect to defer
receipt of all or a portion of their respective director's fees, including
shares of Common Stock received under the Stock Plan, for succeeding calendar
years. The Deferral Plan, as amended and restated, includes the following
changes to the Prior Plan:
o The Prior Plan permitted Directors to change payment elections
for amounts that had been deferred in prior years. The new
Deferral Plan eliminates the ability to make payment election
changes for amounts previously deferred, except that, as
permitted under applicable transition rules pursuant to 409A,
Directors will have the ability, in 2006, to make certain changes
to their payment elections for all amounts previously deferred
under the Deferral Plan.
o The Prior Plan provided that the Company could, in its
discretion, accelerate payment of benefits upon termination of a
Director's services on the Board. The new Deferral Plan
eliminates the discretionary acceleration of payments under the
Deferral Plan.
o The Prior Plan allowed Directors to elect to receive
distributions of previously-deferred compensation in
installments. The new Deferral Plan does not provide for
installment distributions.
The Deferral Plan also contains certain provisions that supplement the
existing terms of the Prior Plan and describe the administration of the "phantom
stock" investment alternative available under the Deferral Plan and the
methodology for crediting deferrals and earnings to deferral accounts,
calculating distributions and effecting other transactions under the Deferral
Plan
A copy of the Deferral Plan is attached as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
On October 6, 2006, the Company announced the resignation of
Hyun Park, as Vice President, General Counsel and Secretary of the Company,
effective October 17, 2006.
An Employment Agreement, dated as of April 4, 2005, between Mr. Park
and Allegheny Energy Services Corporation, a wholly owned subsidiary of the
Company, for itself and as agent for the Company (the "Employment Agreement"),
was previously filed with the Securities and Exchange Commission as an exhibit
to the Company's Current Report on Form 8-K filed April 8, 2005. Certain
provisions of the Employment Agreement by their terms survive Mr. Park's
resignation.
ITEM 8.01 OTHER EVENTS
David M. Feinberg, currently a Deputy General Counsel of the Company,
will succeed Mr. Park as Vice President, General Counsel and Secretary of the
Company, effective October 18, 2006.
The press release announcing Mr. Park's resignation and Mr. Feinberg's
appointment is attached as Exhibit 99.2 to this Current Report on Form 8-K and
is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
- --------------------------------------------------------------------------------
99.1 Amended and Restated Revised Plan for Deferral of Compensation of
Directors.
99.2 Press Release.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
ALLEGHENY ENERGY, INC.
Dated: October 6, 2006 By: /s/ Philip L. Goulding
--------------------------------
Name: Philip L. Goulding
Title: Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
- --------------------------------------------------------------------------------
99.1 Amended and Restated Revised Plan for Deferral of Compensation of
Directors.
99.2 Press Release.