SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported)
February 3, 1995
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Allegheny & Western Energy Corporation
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(Exact name of registrant as specified in its charter)
West Virginia 0-10618 55-0612692
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(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) ID Number)
300 Capitol Street, Suite 1600, Charleston, WV 25301
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number,
including area code: (303) 343-4567
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(Former name or former address, if changed since last report)
Item 5. Other Events
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As of February 3, 1995, the Registrant entered into the
First Amendment to the Agreement and Plan of Merger, dated as of
September 30, 1994, among the Registrant, Energy Corporation of
America ("ECA"), Energy Systems Corporation, and Appalachian
Eastern Systems, Inc., an indirect wholly owned subsidiary of
ECA ("AESI"), pursuant to which AESI will be merged with and
into the Registrant, which will be the surviving corporation in
such merger.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
2(a) First Amendment, dated as of February 3, 1995, among
Allegheny & Western Energy Corporation (the
"Registrant"), Energy Corporation of America ("ECA"),
Eastern Systems Corporation ("ESC"), and Appalachian
Eastern Systems, Inc., to the Agreement and Plan of
Merger, dated as of September 30, 1994, among the
Registrant, ECA and ESC.
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 thereunto duly authorized.
ALLEGHENY & WESTERN ENERGY
CORPORATION
By:/s/ W. Merwyn Pittman
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Name: W. Merwyn Pittman
Title: Vice President,
Chief Financial Officer and
Treasurer
Dated: February 10, 1995
EXHIBIT INDEX
Sequentially
Exhibit Description Numbered Page
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2(a) First Amendment, dated as of 5
February 3, 1995, among
Allegheny & Western Energy
Corporation (the "Registrant"),
Energy Corporation of America
("ECA"), Eastern Systems
Corporation ("ESC"), and
Appalachian Eastern Systems,
to the Agreement and Plan of
Merger, dated as of September
30, 1994, among the Registrant,
ECA and ESC.
EXHIBIT 2(a)
FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER
FIRST AMENDMENT (the "First Amendment"), dated as of
February 3, 1995, among Allegheny & Western Energy Corporation,
a West Virginia corporation (the "Company"), Energy Corporation
of America, a Colorado corporation ("Parent"), Eastern Systems
Corporation, a West Virginia corporation and a wholly-owned
subsidiary of Parent ("ESC"), and Appalachian Eastern Systems,
Inc., a West Virginia corporation and an indirect wholly-owned
subsidiary of Parent ("AESI"), to the AGREEMENT AND PLAN OF
MERGER, dated as of September 30, 1994, among the Company,
Parent and ESC (the "Merger Agreement").
RECITALS
WHEREAS, the Boards of Directors of Parent and the Company
each determined that it is in the best interests of their
respective shareholders for Parent to acquire the Company upon
the terms and subject to the conditions set forth in the Merger
Agreement; and
WHEREAS, the Company, Parent, ESC and AESI desire to amend
the Merger Agreement.
NOW, THEREFORE, in consideration of the premises and of the
representations, warranties, covenants and agreements contained
herein the parties hereto hereby agree as follows:
1. Definitions. All capitalized terms used but not
defined herein shall have the meanings ascribed to them in the
Merger Agreement.
2. Amendment.
2.1 Parties to the Merger. All references to "Merger Sub"
in the Merger Agreement shall be deemed to refer to AESI as of
the date of this First Amendment.
2.1 The Merger. Section 1.1 of the Merger Agreement shall
be deleted and replaced in its entirety with the following:
Subject to the terms and conditions of this Agreement, at
the Effective Time (as defined in Section 1.3) Merger Sub
shall be merged with and into the Company and the separate
corporate existence of Merger Sub shall thereupon cease
(the "Merger"). The Company shall be the surviving
corporation in the Merger (sometimes hereinafter referred
to as the "Surviving Corporation") and shall continue to be
governed by the laws of the State of West Virginia and the
separate corporate existence of the Company with all its
rights, privileges, immunities, powers and franchises shall
continue unaffected by the Merger. The Merger shall have
the effects specified in the West Virginia Corporation Act
(the "WVCA").
2.2 Articles of Incorporation and By-Laws of the Surviving
Corporation. Sections 2.1 and 2.2 of the Merger Agreement shall
be deleted and replaced in their entirety with the following:
2.1 The Articles of Incorporation. The Articles of
Incorporation ("Articles") of the Company in effect at the
Effective Time shall be the Articles of the Surviving
Corporation, until duly amended in accordance with the
terms thereof and the WVCA.
2.2 The By-Laws. The By-Laws of the Company in effect at
the Effective Time shall be the By-Laws of the Surviving
Corporation, until duly amended in accordance with the
terms thereof and the WVCA.
2.3 Conversion or Cancellation of Shares in the Merger.
Paragraph 4.1(c) of the Merger Agreement shall be deleted and
replaced in its entirety with the following:
At the Effective Time, each share of Common Stock, par
value $1.00 per share, of Merger Sub issued and outstanding
immediately prior to the Effective Time shall, by virtue of
the Merger and without any action on the part of Merger Sub
or the holders of such shares, be converted into one share
of Common Stock of the Surviving Corporation.
2.4 Modification or Amendment. Section 9.3 of the Merger
Agreement shall be amended by the deletion of the phrase "and,
if the Parent so requests, the Company agrees to amend this
Agreement so that the Company is the Surviving Corporation."
3. Counterparts. For the convenience of the parties
hereto, this First Amendment may be executed in any number of
counterparts, each such counterpart being deemed to be an
original instrument, and all such counterparts shall together
constitute the same agreement.
4. Merger Agreement. Except as herein expressly amended,
the Merger Agreement is ratified and confirmed in all respects
and shall remain in full force and effect in accordance with its
terms. All references to the Merger Agreement shall mean such
Agreement as amended hereby and as may in the future be amended,
restated, supplemented or modified from time to time.
5. Governing Law. This First Amendment shall be governed
by and construed in accordance with the laws of the State of
West Virginia.
IN WITNESS WHEREOF, this First Amendment has been duly
executed and delivered by the duly authorized officers of the
parties hereto as of the date first hereinabove written.
ENERGY CORPORATION OF AMERICA
By /s/ John Mork
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EASTERN SYSTEMS CORPORATION
By /s/ John Mork
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APPALACHIAN EASTERN SYSTEMS, INC.
By /s/ John Mork
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ALLEGHENY & WESTERN ENERGY
CORPORATION
By /s/ John G. McMillian
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