- Post-Effective Amendment to Registration Statement (POS AM)
February 25 2011 - 5:41PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on February 25, 2011
Registration No. 333-123697
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ALLEGHENY ENERGY, INC.
(Exact name of Registrant as Specified in Its Charter)
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Maryland
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13-5531602
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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800 Cabin Hill Drive
Greensburg, PA 15601
(Address of Principal Executive Offices) (Zip Code)
Rhonda S. Ferguson
Vice President and Corporate Secretary
FirstEnergy Corp.
76 South Main Street
Akron, Ohio
(330) 384-5620
(Name and address, including zip code, and telephone number, including area code, of agent
for service)
If the only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the following box.
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If any of the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities being
offered only in connection with dividend or interest reinvestment plans, check the following box.
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If this Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same
offering.
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If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities
Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
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If this Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box.
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If this Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities Act, check the following box.
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
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Large accelerated filer
þ
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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(Do not check if a smaller reporting company)
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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (this Amendment) to the
Registration Statement on Form S-3 (No. 333-123697) which was filed
with the Securities and Exchange Commission on March 31, 2005, as
amended on May 18, 2005 and August 30, 2005 (the Registration
Statement), is being filed to deregister all shares of Allegheny
Energy, Inc. (Allegheny Energy) common stock, $1.25 par value per
share that were previously registered and have not been sold or
otherwise issued as of the date of the filing of this Amendment.
On
February 25, 2011, pursuant to the terms of the Agreement and Plan
of Merger dated as of February 10, 2010, as amended, by and among
FirstEnergy Corp. (FirstEnergy), Element Merger Sub, Inc., a
wholly-owned subsidiary of FirstEnergy (Merger Sub), and Allegheny
Energy, Merger Sub merged with and into Allegheny Energy, with
Allegheny Energy surviving as a wholly-owned subsidiary of FirstEnergy
(the Merger).
As a result of the Merger, Allegheny Energy has terminated all
offerings of its securities pursuant to its existing registration
statements, including the Registration Statement. In accordance with
an undertaking made by Allegheny Energy in the Registration Statement
to remove from registration by means of a post-effective amendment
any securities registered under the Registration Statement which
remain unsold at the termination of the offering, Allegheny Energy
hereby removes from registration any securities registered under the
Registration Statement which remain unsold.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and
has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized in the City of Greensburg, Commonwealth of
Pennsylvania, on February 25, 2011.
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ALLEGHENY ENERGY, INC.
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By:
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/s/ Gary R. Leidich
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Name:
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Gary R. Leidich
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Title:
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President
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to
the Registration Statement has been signed below by the following persons in the capacities and on
the dates indicated.
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Signature
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Title
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Date
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/s/ Gary R. Leidich
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Director and President (Principal Executive Officer)
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February 25, 2011
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Gary R. Leidich
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/s/ Mark T. Clark
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Director, Executive Vice President and Chief Financial Officer
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February 25, 2011
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Mark T. Clark
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(Principal Financial Officer)
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/s/ Harvey L. Wagner
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Vice President and Controller (Principal Accounting Officer)
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February 25, 2011
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Harvey L. Wagner
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/s/ Anthony J. Alexander
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Director
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February 25, 2011
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Anthony J. Alexander
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