UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO-I/A
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 1)
Allegheny Energy, Inc.
Allegheny Capital Trust I
___________________________
(Name of Subject Company (issuer))
Allegheny Energy, Inc.
Allegheny Capital Trust I
___________________________
(Names of Filing Persons (offeror))
11 7/8% Mandatorily Convertible Trust Preferred Securities
___________________________
(Title of Class of Securities)
CUSIP No. 017271AA5
___________________________
(CUSIP Number of Class of Securities)
Gayle M. Hyman
Deputy General Counsel
Allegheny Energy, Inc.
800 Cabin Hill Drive
Greensburg, PA 15601
Telephone: (724) 837-3000
___________________________
(Name, address and telephone numbers of person
authorized to receive notices and communications on behalf of filing persons)
Copy To:
Phyllis G. Korff
Stacy J. Kanter
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
Telephone: (212) 735-3000
CALCULATION OF FILING FEE
Transaction valuation* Amount of filing fee**
$300,000,000 $35,310
* For purposes of determining the filing fee only, this amount is based
on the conversion of all 300,000 11 7/8% mandatorily convertible trust
preferred securities existing and outstanding with an aggregate
liquidation amount of $300,000,000.
** Previously paid.
[ ] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
Amount Previously Paid: Filing Party:
Date Filed: Form or Registration No:
[ ] Check box if the filing relates solely to preliminary communications made
before the commencement of a tender offer.
Check the appropriate boxes to designate any transactions to which this
statement relates:
[ ] third party tender offer subject to Rule 14d-1
[x] issuer tender offer subject to Rule 13e-4
[ ] going-private transaction subject to Rule l3e-3
[ ] amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the
results of the tender offer. [ ]
______________________________________________________________________________
This Amendment No. 1 to the Issuer Tender Offer Statement on Schedule
TO is being filed by Allegheny Energy, Inc., a Maryland corporation (the
"Company") and Allegheny Capital Trust I, a statutory business trust that was
formed under the laws of the state of Delaware and a wholly-owned subsidiary
of the Company (the "Trust"), pursuant to Section 13(e)-4 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), in connection with the
Company's offer to holders of the Trust's 11 7/8% mandatorily convertible
trust preferred securities (the "Preferred Securities") of the right to
receive for each $1,000 in Liquidation Amount of Preferred Securities
tendered, 83.33 shares of the Company's Common Stock, subject to any
applicable anti-dilution adjustments and $160.00 in cash, which represents (i)
$148.44, the nominal amount of the remaining regularly scheduled distributions
from March 15, 2005 through June 15, 2006 (the first date on which Allegheny
may redeem any or all of the 11 7/8% Notes, irrespective of the aggregate
principal amount of 11 7/8% Notes outstanding, and the date that the Preferred
Securities become subject to the mandatory conversion provisions of
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the Declaration of Trust), and (ii) $11.56, an incentive payment to encourage
holders to tender and consent, if such holders agree to convert their
Preferred Securities into shares of the Company's Common Stock during the
period commencing on the date of the Offering Circular (as defined below)
through the Expiration Date. The offer and consent solicitation is made upon
the terms and subject to the conditions contained in the offering circular
dated March 23, 2005, as amended on April 6, 2005 (the "Offering Circular")
and the related revised Consent and Letter of Transmittal, which are attached
hereto as Exhibits (a)(1)(i) and (1)(ii) and are incorporated by reference.
Capitalized terms not defined herein shall have the respective meanings
ascribed to them in the Offering Circular.
This Amendment No. 1 is intended to satisfy the reporting requirements
of Rule 13e-4(c)(3) promulgated under the Exchange Act. The information in the
Offering Memorandum and the related revised Consent and Letter of Transmittal
is incorporated in this Amendment No. 1 to the Schedule TO by reference in
response to all of the applicable items in the Schedule TO.
Item 1. Summary Term Sheet.
The information set forth under the headings "Summary of the Offer and
Consent Solicitation" and "Summary of Additional Terms" in the Offering
Circular is incorporated by reference in response to this Item 1.
Item 2. Subject Company Information.
(a) The information set forth under the headings "Allegheny Energy,
Inc." and "Allegheny Capital Trust I" in the Offering Circular is incorporated
by reference in response to this Item 2.
(b) The subject class of equity securities is the 11 7/8% Mandatorily
Convertible Trust Preferred Securities (the "Preferred Securities") of
Allegheny Capital Trust I. As of the date of this Schedule TO, there was
outstanding $300,000,000 aggregate liquidation amount of Preferred Securities.
(c) The Preferred Securities are not listed on any national securities
exchange or authorized to be quoted in any inter-dealer quotation system of any
national securities association.
Item 3. Identity and Background of Filing Persons.
The principal executive offices of the filing person, Allegheny
Energy, Inc., are located at 800 Cabin Hill Drive, Greensburg, PA 15601 and the
telephone number at that address is (724) 837-3000. The address of the filing
person, Allegheny Capital Trust I, a wholly-owned subsidiary of Allegheny
Energy, Inc., is c/o Allegheny Energy, Inc., 800 Cabin Hill Drive, Greensburg,
PA 15601 and the telephone number at that address is (724) 837-3000.
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The names of the executive officers and directors of the Company and
the Trust who are the persons specified in Instruction C to Schedule TO are set
forth below:
H. Furlong Baldwin Director
Eleanor Baum Director
John P. Campbell Vice President
Edward Dudzinski Vice President
Paul J. Evanson Chairman, President, CEO and Director
Cyrus F. Freidheim, Jr. Director
Julia L. Johnson Director
Thomas R. Gardner Vice President, Controller and Chief
Accounting Officer
Philip L. Goulding Vice President
Ted J. Kleisner Director
Hyun Park Vice President and General Counsel
Steven H. Rice Director
Joseph H. Richardson Vice President
Gunnar E. Sarsten Director
Jeffrey D. Serkes Senior Vice President and CFO of the
Company and Regular Trustee of the Trust
Michael H. Sutton Director
The address of each of the above individuals is: c/o Allegheny Energy,
Inc., 800 Cabin Hill Drive, Greensburg, PA 15601 and each such person's phone
number is (724) 837-3000.
Item 4. Terms of the Transaction.
The information set forth under the heading "The Offer and Consent
Solicitation" in the Offering Circular is incorporated by reference in response
to this Item 4.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
The information set forth under the heading "The Offer and Consent
Solicitation" in the Offering Circular is incorporated by reference in response
to this Item 5.
Item 6. Purposes of the Transaction and Plans or Proposals.
(a) The information set forth under the heading "The Offer and Consent
Solicitation" in the Offering Circular is incorporated by reference in response
to this Item 6.
(b) The information set forth under the heading "The Offer and Consent
Solicitation" in the Offering Circular is incorporated by reference in response
to this Item 6.
(c) Not applicable.
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Item 7. Source and Amount of Funds or Other Consideration.
(a) The information set forth under the heading "The Offer and Consent
Solicitation" in the Offering Circular is incorporated by reference in response
to this Item 7.
(b) Not applicable.
(d) The Company intends to fund the Conversion Amount with available
cash and/or borrowings under the Company's $300 million credit agreement, dated
as of March 8, 2004 (as amended on May 28, 2004 and October 12, 2004, the
"Credit Agreement") among, the Company, Citicorp North America, Inc., as
administrative agent and a syndicate of lenders. The Credit Agreement provides
for a $300 million unsecured credit facility which consists of a $200 million
revolving credit sub-facility, $100 million of which is available for the
issuance of letters of credit, and a $100 million term loan. Interest on
borrowings under the Credit Agreement are at the Company's option at either
London Interbank Offering Rate plus a margin of 2.5% to 3.0% per annum,
depending on the Company's then current credit rating as provided by Standard &
Poor's ("S&P") and Moody's Investor Services ("Moody's"), or an applicable bank
lending base rate plus a margin of 1.5% to 2.0% per annum, depending on the
Company's then current credit rating as provided by S&P and Moody's. The Credit
Agreement carries an unused commitment fee of 0.5% per annum and letter of
credit fees comprised of a fronting fee of 0.35% and an additional annual fee
of 2.5% to 3.0% on the face amount of outstanding letters of credit, depending
on the Company's then current credit rating as provided by S&P and Moody's. The
Credit Agreement contains customary covenants and events of default. The Credit
Agreement terminates on March 8, 2007.
Item 8. Interest in Securities of the Subject Company.
(a) None of the persons named in Item 3 above, nor any associates or
majority-owned subsidiaries of such persons, beneficially owns
any of the subject securities.
(b) None.
Item 9. Persons/Assets, Retained, Employed, Compensated or Used.
No persons or classes of persons have been directly or indirectly
employed, retained or are to be compensated to make solicitations or
recommendations in connection with the offer and consent solicitation.
Item 10. Financial Statements.
(a) Financial information. The following financial statements and
financial information are incorporated herein by reference:
1. The audited consolidated financial statements of the Company
set forth in the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 2004. The financial
information with respect to the Trust is presented on a
consolidated basis with the Company's financial statements.
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(b) Not applicable.
Item 11. Additional Information.
Not applicable
Item 12. Exhibits.
Exhibit
Number Description of Exhibits
------ -----------------------
(a)(1)(i) Offering Circular dated March 23, 2005, as amended on April 6, 2005.
(a)(1)(ii) Consent and Letter of Transmittal.
(a)(1)(iii) Letter to Clients.
(a)(1)(iv) Letter to Brokers.
(a)(1)(v) Notice of Guaranteed Delivery.
(a)(1)(vi) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(5) Press Release dated March 23, 2005.
(b) Not applicable.
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.
Item 13. Information Required by Schedule 13E-3.
Not applicable.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
ALLEGHENY ENERGY, INC.
Date: April 6, 2005 By: /s/ Jeffrey D. Serkes
---------------------------------
Name: Jeffrey D. Serkes
Title: Senior Vice President and Chief
Financial Officer
ALLEGHENY CAPITAL TRUST I
Date: April 6, 2005 By: /s/ Jeffrey D. Serkes
---------------------------------
Name: Jeffrey D. Serkes
Title: Regular Trustee
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EXHIBIT INDEX
Exhibit
Number Description of Exhibits
------ -----------------------
(a)(1)(i) Offering Circular dated March 23, 2005, as amended on April 6, 2005.
(a)(1)(ii) Consent and Letter of Transmittal.
(a)(1)(iii) Letter to Clients.
(a)(1)(iv) Letter to Brokers.
(a)(1)(v) Notice of Guaranteed Delivery.*
(a)(1)(vi) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.*
(a)(5) Press Release dated March 23, 2005.*
* Previously filed.
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