[Federal Register Volume 60, Number 64 (Tuesday, April 4, 1995)]
[Notices]
[Page 17094]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-8187]



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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26259]


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

March 29, 1995.
    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 thereunder. 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 amendments thereto is/are available for public 
inspection through the Commission's Office 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 April 24, 1995, to the Secretary, Securities and Exchange 
Commission, Washington, D.C. 20549, 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 case of an attorney at law, by 
certificate) should be filed with the request. Any request for hearing 
shall identify specifically the issues of fact 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 said date, the application(s) and/or declaration(s), as 
filed or as amended, may be granted and/or permitted to become 
effective.

Allegheny Power System, Inc. (70-8583)

Notice of Proposal to Amend Charter; Order Authorizing Solicitation of 
Proxies
    Allegheny Power System, Inc. (``APS''), 12 East 49th Street, New 
York, New York 10017, a registered holding company, has filed a 
declaration under sections 6(a), 7 and 12(e) of the Act and rules 62 
and 65 thereunder.
    APS proposes to amend its charter and to make conforming changes to 
its by-laws to (1) eliminate cumulative voting provisions and (2) 
eliminate preemptive rights provisions. APS proposes to present these 
amendments for action by its shareholders at APS's annual meeting of 
shareholders to be held on May 11, 1995, and seeks authorization to 
solicit proxies from shareholders in connection with this meeting.
    APS proposes to eliminate a provision in its charter that confers 
on holders of APS common stock preemptive rights in some circumstances. 
The charter states that shares of additional APS common stock or 
securities convertible into common stock may be issued without first 
being offered to shareholders if such shares are sold for money in a 
public offering, or to or through underwriters who agree to make a 
public offering, or in payment for property. In other cases, 
shareholders have preemptive rights. APS states that preemptive rights 
are of little significance to shareholders, since they can maintain 
their proportionate ownership percentage by purchasing shares on the 
open market or through the APS dividend reinvestment and stock purchase 
plan. APS also states that elimination of these rights will give APS 
greater flexibility and reduce the cost of financings.
    APS also proposes to eliminate a provision in its charter that 
states that, at the election of directors, each share of common stock 
entitles the holder to as many votes as the number of shares held 
multiplied by the number of directors to be elected. APS states that 
elimination of cumulative voting will enable the holders of a majority 
of the shares of common stock entitled to vote to elect all of the 
directors. APS also states that elimination of cumulative voting may 
discourage a merger, tender offer or proxy contest, assumption of 
control by a holder of a large block of common stock, or removal of 
incumbent management.
    APS proposes to submit the proposed amendments for action at its 
annual meeting of shareholders to be held May 11, 1995, and to solicit 
proxies from shareholders to approve the proposed amendments. APS 
states that adoption of each amendment requires the affirmative vote of 
two-thirds of the holders of outstanding shares of common stock 
entitled to vote at the annual meeting, and that proxies will be 
solicited by mail, by officers, directors and employees of APS 
personally, by telephone or by facsimile.
    APS has filed with the Commission its proxy solicitation material 
and requests that its declaration with respect to the solicitation of 
proxies be permitted to become effective as provided in Rule 62(d).
    It appearing to the Commission that APS's declaration regarding the 
proposed solicitation of proxies should be permitted to become 
effective forthwith, pursuant to Rule 62:
    It is ordered, that the declaration regarding the proposed 
solicitation of proxies be, and it hereby is, permitted to become 
effective forthwith, under Rule 62, and subject to the terms and 
conditions as prescribed in Rule 24 under the Act.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-8187 Filed 4-3-95; 8:45 am]
BILLING CODE 8010-01-M