<PAGE> File No. 70-8611
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
AMENDMENT NO. 4
TO
FORM U-1
_______________________________
APPLICATION OR DECLARATION
under the
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
* * *
SOUTHERN OHIO COAL COMPANY
CENTRAL OHIO COAL COMPANY
WINDSOR COAL COMPANY
1 Riverside Plaza, Columbus, Ohio 43215
(Name of company or companies filing this statement
and address of principal executive office)
* * *
AMERICAN ELECTRIC POWER COMPANY, INC.
1 Riverside Plaza, Columbus, Ohio 43215
(Name of top registered holding company
parent of each applicant or declarant)
* * *
G. P. Maloney, Executive Vice President
American Electric Power Service Corporation
1 Riverside Plaza, Columbus, Ohio 43215
John F. Di Lorenzo, Jr., Associate General Counsel
American Electric Power Service Corporation
1 Riverside Plaza, Columbus, Ohio 43215
(Names and addresses of agents for service)
Southern Ohio Coal Company ("SOCCo"), Windsor Coal Company
("Windsor") and Central Ohio Coal Company ("COCCo"), subsidiaries
of Ohio Power Company, an electric utility subsidiary of American
Electric Power Company, Inc., a registered holding company under
the Public Utility Holding Company Act of 1935, as amended, hereby
amend their Application or Declaration on Form U-1 in File No. 70-
8611, as heretofore amended, as follows:
1. By adding the following paragraphs at the end of Item 1:
"Ohio Power currently operates three affiliate coal
mining operations: SOCCo's Meigs mine complex, Windsor's
Windsor mine and COCCo's Muskingum mine. Ohio Power's current
strategy results from an environmental compliance plan
developed in response to the Clean Air Act Amendments of 1990
for Phase I (1995), which also includes tentative Phase II
(2000) compliance actions. This plan includes operating the
Windsor and Muskingum mines until the turn of the century and
to continue operating the Meigs mine thereafter. Ohio Power's
Compliance Plans have been approved by The Public Utilities
Commission of Ohio. However, Ohio Power will continue to
evaluate its plan and perform the necessary analyses to
determine the optimum operating level of each mine that will
provide the most benefit to Ohio Power and its customers, as
future circumstances change.
The benefit derived by returning excess capital to Ohio
Power will be reflected as reduced coal costs in FERC Account
151, Fuel Stock. The effect of the proposed equity
liquidation on Ohio Power's Municipal Wholesale Electric
Customer's Fuel Rate is identified on Schedule A, attached
hereto.
The Companies each propose, subject to the terms and
conditions prescribed by Rule 24 promulgated under the 1935
Act, in lieu of the certificates currently required by
Commission Orders HCAR Nos. 22770, 21178 and 22179 (dated
December 10, 1982, August 8, 1979 and August 28, 1981
respectively) to file certificates within 90 days of the end
of each calendar quarter setting forth the following
information concerning their activities during such quarter:
(a) corporate balance sheets and income statements, including
computations of cost of capital for the quarter on investments
made by Ohio Power in COCCo, SOCCo and Windsor; (b) a
description of mine operations and improvements made during
the quarter; (c) the quantities of coal sold to Ohio Power,
the price of such coal and the computation of the cost of coal
sold; (d) supporting schedules of operating expenses incurred
during the quarter; and (e) a supporting schedule of mining
plant in service. Additionally, each of the Companies will
include in the certificate for the last quarter of a calendar
year a description of the construction expenditures budgeted
for the following calendar year."
2. By amending and restating the last two sentences in the
second paragraph of Item 1A:
"SOCCo desires, pending the Commission's authorization,
to pay up to $60,000,000 as a dividend on SOCCo's common stock
out of its capital surplus to reduce Ohio Power's equity
investment in SOCCo. Prospectively, SOCCo further desires to
utilize cash generated from its Meigs Division that will far
exceed the amount required for general corporate purposes in
SOCCo's active coal mining and processing operations to pay an
additional future dividend of up to $8,000,000 by December 31,
1998, thus further reducing Ohio Power Company's equity
investment."
3. By amending and restating the last three sentences in the
fourth paragraph of Item 1A:
"SOCCo proposes herein that its Board of Directors
declare a dividend out of its capital surplus of up to
$68,000,000 of distribution no later than December 31, 1998.
As the attached financial statements indicate, SOCCo's capital
structure after (1) reflecting the incremental lease financing
of the SOCCo Plant on the balance sheet and (2) paying such
dividends as defined herein, will consist of a debt ratio of
72.3 percent and an equity ratio of 27.7 percent."
4. By adding the following paragraph at the end of Item 1A:
"SOCCo will not enter into a sale-leaseback transaction
for the SOCCo Plant unless the result of such transaction
decreases Ohio Power's cost of coal."
5. By amending and restating the last two sentences of the
second paragraph in Item 1B:
"Windsor desires, pending the Commission's authorization,
to pay a dividend on Windsor's common stock out of its capital
surplus in an amount necessary to eliminate essentially all of
Ohio Power's equity investment in Windsor. The dividend
payment would occur by December 31, 1998."
6. By amending and restating the last five sentences of the
fourth paragraph in Item 1B:
"Windsor proposes herein that its Board of Directors
declare a dividend in amounts totalling up to $11,048,356.
Such payments would occur periodically only after payment of
all Windsor retained earnings, which at December 31, 1994 were
$1,382,340. It is also preferable to reduce the stated
capital of Windsor's outstanding stock. It is proposed,
therefore, that Windsor amend its Articles of Incorporation to
(1) reduce the par value of its authorized common shares from
$100.00 to $0.10 per share, (2) change the par value of its
outstanding common shares accordingly, and (3) reduce the
stated capital of its outstanding common stock to $406.40.
Windsor seeks the approval of this Commission to accomplish
the same."
7. By adding the following paragraph at the end of Item 1B:
"Windsor will not enter into a sale-leaseback transaction
for the Windsor Plant unless the result of such transaction
decreases Ohio Power's cost of coal."
8. By amending and restating the fourth paragraph in Item
1C:
"COCCo desires, pending the Commission's authorization,
to declare and pay dividends on common stock out of its
capital surplus periodically until the amount of such
dividends equals an aggregate amount of $19,961,687, thereby
eliminating essentially all of Ohio Power's equity investment
in COCCo. The dividend payment would occur by December 31,
1998."
SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned companies have duly caused
this statement to be signed on its behalf by their duly authorized
officer.
SOUTHERN OHIO COAL COMPANY
WINDSOR COAL COMPANY
CENTRAL OHIO COAL COMPANY
By: /s/ G. P. Maloney
Vice President
October 10, 1995
70-8611.#4
