<PAGE> File No. 70-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
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
Jeffrey D. Cross, Assistant General Counsel
American Electric Power Service Corporation
1 Riverside Plaza, Columbus, Ohio 43215
(Names and addresses of agents for service)
ITEM 1. DESCRIPTION OF PROPOSED TRANSACTIONS
Southern Ohio Coal Company ("SOCCo"), a West Virginia
corporation, Windsor Coal Company ("Windsor"), a West Virginia<PAGE>
corporation, and Central Ohio Coal Company ("COCCo"), an Ohio
corporation (collectively, the "Companies"), are subsidiaries of
Ohio Power Company ("Ohio Power"), an electric utility subsidiary
of American Electric Power Company, Inc. ("AEP"), a registered
holding company under the Public Utility Holding Company Act of
1935, as amended (the "1935 Act"). The Companies are seeking
authorization herein to return excess capital to Ohio Power
through declaration of a dividend on their common stock out of
capital surplus. In addition, COCCo and Windsor seek
authorization to reduce the par value and stated capital of their
common shares to increase their capital surplus.
A. SOCCo TRANSACTION
SOCCo intends to enter into negotiations for the lease
financing of certain existing facilities at its Meigs Division,
namely, a coal preparation plant, intermine coal conveyor and
overland coal conveyor (the "SOCCo Plant")1 to a financial
institution (the "Lessor"). The SOCCo Plant may have a fair
market sales value of up to $50,000,000.2 SOCCo anticipates
that the Lessor will fund the SOCCo Plant from the Lessor's own
account. No debt or other securities will be issued by SOCCo or
Ohio Power in connection with these transactions.
As discussed above, the Lessor could pay SOCCo up to
$50,000,000 (the potential fair market sales value) as total
1A further description of the preparation plant and
conveyors is attached hereto as Exhibit A-1.
2The evaluation will be confirmed by the written report of
an independent appraiser to be selected jointly by the Lessor and
SOCCo. For purposes of this Application or Declaration, however,
a lease funding value of $50,000,000 will be assumed.<PAGE>
consideration for the SOCCo Plant. Since SOCCo's cost basis in
the SOCCo Plant will be approximately $38 million in mid-1995,
the proposed capital lease financing of the SOCCo Plant could
result in a book gain to SOCCo which will be amortized over the
term of the lease. After the financing transaction, and
considering accumulated cash generated by SOCCo's Meigs Division
projected to be available as of July 1, 1995, SOCCo would hold
cash proceeds which are far in excess of its working capital
requirements.3 SOCCo desires, pending the Commission's
authorization, to pay up to $60,000,000 ($50,000,000 from the
lease proceeds and $10,000,000 from internally generated funds)
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, 1995, thus further reducing Ohio
Power Company's equity investment.
Pursuant to Section 31-1-100 of the West Virginia
Corporation Act, a West Virginia corporation is permitted to make
a distribution to its shareholders out of capital surplus if the
Articles of Incorporation so provide or if such distribution is
authorized by the affirmative vote of the holders of a majority
of the outstanding shares of each class. Since the Articles of
3The annual cash working capital requirements of SOCCo's
Meigs Division are estimated at $5,900,000.<PAGE>
Incorporation of SOCCo contain no such provision, it is proposed
that the distribution will be authorized by the affirmative vote
of Ohio Power, which is the sole holder of the issued and
outstanding shares of common stock of SOCCo. Copies of the
proposed form of action by Ohio Power and the proposed form of
resolutions to be adopted by the Board of Directors of SOCCo are
attached hereto as Exhibits B-1 and B-2, respectively.
Such dividends or distributions would be declared on out-
standing shares out of surplus. Surplus is defined as the excess
of a corporation's assets over its liabilities plus stated
capital. As shown on the attached financial statements, at
December 31, 1994, SOCCo had a surplus of $145,713,659.4
SOCCo's capital structure at December 31, 1994 consisted of long-
term debt including capital lease obligations, in the amount of
$127,653,338 and common equity in the amount of $145,718,659;
stated differently, SOCCo's debt ratio was 46.7 percent and its
equity ratio was 53.3 percent. SOCCo proposes herein that its
Board of Directors declare a dividend out of its capital surplus
of up to $60,000,000. It also proposed that an additional
dividend out of capital surplus of up to $8,000,000 be declared
4Total assets as of December 31, 1994, were $407,110,772;
total liabilities were $261,392,113; stated capital was $5,000.
Since capital surplus is the excess of assets over liabilities
plus stated capital, SOCCo had surplus of $145,713,859
($407,110,772 minus $261,392,113 minus $5,000 equals
$145,713,859). The capital surplus as of December 31, 1994, was
comprised of retained earnings in the amount of $33,024,652, of
which $9,825,061 was allocable to SOCCo's Meigs Division and
$23,199,591 allocable to SOCCo's currently inactive Martinka
Division, and other paid-in capital in the amount of
$112,689,007. In January, 1995, the $9,825,061 Meigs Division
retained earnings balance was paid to Ohio Power as a dividend.<PAGE>
for distribution in late 1995 for a total distribution of up to
$68,000,000. 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.
In accordance with this Commission's order dated December
10, 1982, (HCAR No. 22770; File No. 70-6447), Ohio Power is
entitled to earn up to a specified rate of return on its capital
contributions to SOCCo.5 The terms of the Indenture dated as of
October 1, 1972, as amended, between SOCCo and Ohio Power,
include such return as a component of the compensation payable to
SOCCo for supplying coal to Ohio Power. If the Commission
authorizes SOCCo to pay the requested dividend, Ohio Power's
total capital investment in SOCCo will be reduced by the amount
5As of December 31, 1994, Ohio Power's common equity in
SOCCo was comprised of retained earnings and the following three
layers, established pursuant to Holding Company Act Release Nos.
20515, 21008, 21537, 22129 and 22401, all totalling $145,718,659:
(1) $65,234,007 with a 12.11 percent annual rate of return; (2)
$26,239,500 with a 12.04 percent annual rate of return; and (3)
$21,220,500 with a 13.58 percent annual rate of return. The
retained earnings balance, which does not generate a return, was
$23,199,591 (that associated with the Martinka Division only).
SOCCo sold its Martinka Division and most of the Martinka-
related coal reserves to an unaffiliated company. No return on
equity investment associated with that operation has been billed
since the Division ceased mining coal effective July 1, 1992.
All costs associated with the Martinka Division since then are
billed to Ohio Power, thereby eliminating any earnings effect to
SOCCo. Since July 1, 1992, SOCCo's billable equity layers have
been distributed to the Meigs and Martinka Divisions based on a
frozen net book value formula method, with 74.37 percent
allocable to the Meigs Division.<PAGE>
of such dividend. The effect of this reduction in Ohio Power's
capital investment will be to remove from Ohio Power's cost of
coal the return associated with the portion of its capital
investment represented by the amount of the dividend, thereby
reducing Ohio Power's cost of coal.6
SOCCo is seeking authorization from the Commission to pay
Ohio Power dividends totalling up to $68,000,000 on its common
stock out of capital surplus. If the Commission authorizes
payment of the requested dividends, SOCCo anticipates that layers
(1), (2) and (3) will be reduced in direct relation to cost with
the highest-cost equity layer reduced first, thus slightly
reducing the present weighted average return on equity.
B. Windsor Transaction
Windsor intends to enter into negotiations for the lease
financing of certain existing facilities at its Windsor Mine,
namely, a coal preparation plant, overland coal conveyor and
river loading terminal (the "Windsor Plant")7 to the Lessor. A
preliminary evaluation of the Windsor Plant indicates that it may
have a fair market sales value of up to $11,000,000 or
approximately equivalent to its projected net book value as of
July 1, 1995.8 Windsor anticipates that the Lessor will fund the
6Addendum 1 of the attached financial statements shows the
net reduction of Ohio Power's cost of coal resulting from payment
by SOCCo of the requested dividend.
7A further description of the preparation plant, conveyor
and terminal is attached hereto as Exhibit A-2.
8This preliminary evaluation will be confirmed by the
written report of an independent appraiser to be selected jointly
by the Lessor and Windsor. For purposes of this Application or
Declaration, however, a lease funding value of $11,000,000 will<PAGE>
Windsor Plant from the Lessor's own account. No debt or other
securities will be issued by Windsor or Ohio Power in connection
with these transactions.
As discussed above, the Lessor could pay Windsor
approximately $11,000,000 as total consideration for the Windsor
Plant. Since Windsor's cost basis in the Windsor Plant is
assumed to equal its fair market value, the proposed lease
financing of the Windsor Plant is not anticipated to result in a
book gain or loss to Windsor. After the financing transaction,
and considering accumulated cash generated by Windsor projected
to be available as of July 1, 1995, Windsor will hold cash
proceeds which are far in excess of its working capital
requirements.9 Windsor desires, pending the Commission's
authorization and receipt of proceeds from the capital lease
financing of the Windsor Plant, 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. It is anticipated that such final dividend payment
would occur by December 31, 1995.
Since the Articles of Incorporation of Windsor contain no
provision which permits it to make a distribution to its
shareholders out of capital surplus, it is proposed that the
distribution will be authorized by the affirmative vote of Ohio
Power, which is the sole holder of the issued and outstanding
be assumed.
9The annual cash working capital requirements of Windsor are
estimated at $1,500,000.<PAGE>
shares of common stock of Windsor. Copies of the proposed form
of action by Ohio Power and the proposed form of resolutions to
be adopted by the Board of Directors of Windsor are attached
hereto as Exhibits B-3 and B-4, respectively.
Such dividends or distributions would be declared on out-
standing shares out of surplus. As shown on the attached
financial statements, at December 31, 1994, Windsor had a surplus
of $11,852,775.10 Windsor's capital structure at December 31,
1994 consisted of long-term debt including capital lease
obligations, in the amount of $14,518,735 and common equity in
the amount of $12,259,175; stated differently, Windsor's debt
ratio was 54.2 percent and its equity ratio was 45.8 percent.
Windsor currently has outstanding 4,064 shares of its common
stock, par value $100.00 per share. Windsor proposes herein that
its Board of Directors declare a dividend in amounts totalling up
to $11,048,356 ($11,000,000 from the lease proceeds and $48,356
from internally generated funds). 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
10Total assets as of December 31, 1994, were $46,969,722;
total liabilities were $34,710,547; stated capital was $406,400.
Since capital surplus is the excess of assets over liabilities
plus stated capital, Windsor had surplus of $11,852,775
($46,969,722 minus $34,710,547 minus $406,400 equals
$11,852,775). The capital surplus as of December 31, 1994, is
comprised of retained earnings in the amount of $1,382,340, and
other paid-in capital in the amount of $10,470,435.<PAGE>
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.
In accordance with this Commission's order dated December
10, 1982, (HCAR No. 22770; File No. 70-6447), Ohio Power is
entitled to earn up to a specified rate of return on its capital
contributions to Windsor.11 The terms of the Coal Supply
Agreement, dated as of January 1, 1983, between Windsor and Ohio
Power, include such return as a component of the compensation
payable to Windsor for supplying coal to Ohio Power. If the
Commission authorizes Windsor to pay the requested dividend, Ohio
Power's total capital investment in Windsor will be reduced by
the amount of such dividend. The effect of this reduction in
Ohio Power's capital investment will be to remove from Ohio
Power's cost of coal the return associated with the portion of
its capital investment represented by the amount of the dividend
11As of December 31, 1994, Ohio Power's common equity in
Windsor was comprised of retained earnings and the following two
layers, established pursuant to Holding Company Act Release No.
22179, all totalling $12,431,102; (1) $8,931,762 with a 12.04
percent annual rate of return and (2) $2,117,000 with a 13.58
percent annual rate of return. The retained earnings balance,
which does not generate a return, was $1,382,340. Note: Layer
(1) reflects $171,927 associated with Excess of Acquisition Cost
Over Net Book Value remaining on Ohio Power's balance sheet.<PAGE>
out of capital surplus, thereby reducing Ohio Power's cost of
coal.12
Windsor is seeking authorization from the Commission to pay
Ohio Power dividends and return stated capital in an amount
totalling up to $11,048,356.
C. COCCo TRANSACTION
COCCo has significantly scaled back its surface mining
operations over the last five years. While four active mining
pits produced approximately 3,400,000 tons of coal in 1990,
production in 1994 was approximately 1,300,000 tons of coal,
predominantly from one mining pit. Production is anticipated to
remain at the 1,100,000 ton level annually.
With this drop in production, both capital requirements and
operation and maintenance expenditures have also been reduced
even more significantly. Paralleling this decline in resource
demand is a decline in COCCo's cash working capital over the same
period. Such cash requirements are now anticipated to be
$2,900,000 annually, a significant decline from levels that
approached $6,000,000 in 1990.
Based on the factors discussed above, COCCo's cash flow
position will continue to improve. Significant excess funds will
continue to accrue and will be available to reduce
capitalization. Considering accumulated cash equivalents
generated by COCCo as of December 31, 1994, and anticipated
12Addendum 1 of the attached financial statements shows the
net reduction of Ohio Power's cost of coal resulting from
payments by Windsor of the requested dividend and return of
stated capital.<PAGE>
prospectively, COCCo will hold cash proceeds which will be far in
excess of its capital and working capital requirements for its
coal mining and processing operations.
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. It is
anticipated that such final dividend payment could occur by
December 31, 1996.
Pursuant to Section 1701.33 of the Ohio Revised Code, the
directors of an Ohio corporation may declare dividends or
distributions on outstanding shares out of surplus. As shown on
the attached financial statements, at December 31, 1994, COCCo
had stated capital of $6,900,000 and a surplus of $13,416,930.13
COCCo's capital structure at December 31, 1994 consisted of long-
term debt including capital lease obligations, in the amount of
$13,336,842 and total common equity in the amount of $20,316,930;
stated differently, COCCo's debt ratio was 39.6 percent and its
equity ratio was 60.4 percent. COCCo currently has outstanding
69,000 shares of its common stock, par value $100.00 per share.
COCCo proposes herein that its Board of Directors declare a
13Total assets as of December 31, 1994, were $72,410,588;
total liabilities were $52,093,658; stated capital was
$6,900,000. Since capital surplus is the excess of assets over
liabilities plus stated capital, COCCo had surplus of $13,416,930
($72,410,588 minus $52,093,658 minus $6,900,000 equals
$13,416,930). The capital surplus is comprised of retained
earnings in the amount of $348,343 and other paid-in capital in
the amount of $13,068,587.<PAGE>
dividend in amounts totalling $19,961,687. Such payment of
dividends would occur periodically and only after payment of all
COCCo's retained earnings, which at December 31, 1994 were
$348,343. A copy of the proposed form of resolutions to be
adopted by the Board of Directors of COCCo is attached hereto as
Exhibit B-5. In order to declare the desired dividends, it is
necessary to reduce the stated capital of COCCo's outstanding
stock, which equals the par value of its 69,000 outstanding
Common Shares. Accordingly, it is proposed that pursuant to
Section 1701.69 (B) (6), (7) and (8) of the Ohio Revised Code,
COCCo amend its Amended Articles of Incorporation to (1) reduce
the par value of its authorized Common Shares from $100.00 per
share 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 Shares to $6,900. Pursuant to
Section 1701.71 of the Ohio Revised Code, the proposed actions
may be taken by Ohio Power, the holder of all the outstanding
Common Shares of COCCo.
COCCo is seeking authorization from this Commission to amend
its Amended Articles of Incorporation to (1) reduce the par value
of its authorized Common Shares to $0.10 per share, (2) change
each of its outstanding Common Shares, par value $100.00 per
share, into a Common Share, par value $0.10 per share, and (3)
reduce the stated capital of its Common Shares to $6,900.
In accordance with this Commission's order dated December
10, 1982, (HCAR No. 22770; File No. 70-6447), Ohio Power is
entitled to earn up to a specified rate of return on its capital<PAGE>
contributions to COCCo.14 The terms of the Amended and Restated
Coal Supply Agreement, dated as April 1, 1983, between COCCo and
Ohio Power, include such return as a component of the
compensation payable to COCCo for supplying coal to Ohio Power.
If the Commission authorizes COCCo to pay the requested dividend
and reduce the par value of its Common Stock, Ohio Power's total
capital investment in COCCo will be reduced by the amount of such
payments. The effect of this reduction in Ohio Power's capital
surplus investment will be to remove from Ohio Power's cost of
coal the return associated with the portion of its capital
investment represented by the amount of the payments, thereby
reducing Ohio Power's cost of coal.15
COCCo is seeking authorization from the Commission to pay
Ohio Power dividends and return stated capital in an amount
totalling up to $19,961,687.
ITEM 2. FEES, COMMISSIONS AND EXPENSES
No fees, commissions or expenses, other than the
Commission's filing fee of $2,000 and expenses estimated not to
exceed $1,000 to be billed at cost by American Electric Power
14As of December 31, 1994, Ohio Power's common equity in
COCCo was comprised of retained earnings and the following three
layers, established pursuant to Holding Company Act Release No.
22770, all totalling $20,316,930: (1) $7,350,000 with a 14.34
percent annual rate of return; (2) $6,430,933 with a 13.01
percent annual rate of return; and (3) $6,187,654 with a 12.37
percent annual rate of return. The retained earnings balance,
which does not generate a return, was $348,343.
15Addendum 1 of the attached financial statements shows the
net reduction of Ohio Power's cost of coal resulting from
payments by COCCo of the requested dividend and return of stated
capital.<PAGE>
Service Corporation, are to be paid by the Companies or any
associate company in connection with the proposed transaction.
ITEM 3. APPLICABLE STATUTORY PROVISIONS
The Companies consider Section 6(a) of the 1935 Act to be
applicable to the proposed amendment of the Articles of
Incorporation of COCCo and Windsor, and Section 12(c) of the 1935
Act and Rule 46 thereunder to be applicable to the proposed
dividends.
ITEM 4. REGULATORY APPROVAL
No commission other than the Securities and Exchange
Commission has jurisdiction over the proposed transaction.
ITEM 5. PROCEDURE
It is requested, pursuant to Rule 23(c) of the Rules and
Regulations of the Commission, that the Commission's order
granting and permitting to become effective this Application or
Declaration be issued on or before July 1, 1995. The Companies
waive any recommended decision by a hearing officer or by any
other responsible officer of the Commission and waive the 10-day
waiting period between the issuance of the Commission's order and
the date it is to become effective, since it is desired that the
Commission's order, when issued, become effective forthwith. The
Companies consent to the Office of Public Utility Regulation
assisting in the preparation of the Commission's decision and/or
order in this matter, unless the Office opposes the matter
covered by this Application or Declaration.<PAGE>
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS
The following exhibits and financial statements are filed as
part of this statement:
(a) Exhibits:
Exhibit A-1 -- Description of existing Meigs Division
facilities and equipment to be part of
proposed capital lease financing
Exhibit A-2 -- Description of existing Windsor Mine
facilities and equipment to be part of
proposed capital lease financing
Exhibit B-1 -- Copy of proposed form of action by sole
shareholder of SOCCo (to be filed by
amendment).
Exhibit B-2 -- Copy of proposed form of resolutions to
be adopted by Board of Directors of
SOCCo (to be filed by amendment).
Exhibit B-3 -- Copy of proposed form of action by sole
shareholder of Windsor (to be filed by
amendment).
Exhibit B-4 -- Copy of proposed form of resolutions to
be adopted by Board of Directors of
Windsor (to be filed by amendment).
Exhibit B-5 -- Copy of proposed form of resolutions to
be adopted by the Board of Directors of
COCCo (to be filed by amendment).
Exhibit F -- Opinion of Counsel (to be filed by
amendment).
Exhibit G -- Proposed form of Notice
(b) Balance Sheets as of December 31, 1994 and Statements
of Income and Retained Earnings for the twelve months
ended December 31, 1994, of the Companies and American
Electric Power Company, Inc., and its subsidiaries
consolidated, together with journal entries reflecting
the proposed transaction (to be filed by amendment).
ITEM 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS.<PAGE>
It is believed that the granting and permitting to become
effective of this Application or Declaration will not constitute
a major federal action significantly affecting the quality of the
human environment. No other federal agency has prepared or it
preparing an environmental impact statement with respect to the
proposed transaction.
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
March 31, 1995
coalcos.u-1
Exhibit G
UNITED STATES OF AMERICA
before the
SECURITIES AND EXCHANGE COMMISSION
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Release No. /April , 1995
________________________________________
:
In the Matter of :
:<PAGE>
CENTRAL OHIO COAL COMPANY :
301 Cleveland Avenue, S.W. :
Canton, OH 44702 :
:
SOUTHERN OHIO COAL COMPANY :
301 Cleveland Avenue, S.W. :
Canton, OH 44702 :
:
WINDSOR COAL COMPANY :
301 Cleveland Avenue, S.W. :
Canton, OH 44702 :
:
(70- ) :
________________________________________:
NOTICE OF PROPOSED DECLARATION OF DIVIDEND OUT OF CAPITAL SURPLUS
AND REDUCTION IN STATED CAPITAL
Central Ohio Coal Company ("COCCo"), Southern Ohio Coal
("SOCCo") and Windsor Coal Company ("Windsor") (collectively, the
"Companies"), subsidiaries of Ohio Power Company ("OPCo"), an
electric utility subsidiary of American Electric Power Company,
Inc. ("American"), a registered holding company, have filed with
this Commission an Application or Declaration pursuant to Sec-
tions 6(a) and 12(c) of the Public Utility Holding Company Act of
1935 (the "Act") and Rule 46 thereunder.
COCCo has and will continue to generate cash proceeds far in
excess of its foreseeable capital needs. Accordingly, COCCo
proposes to pay to OPCo periodic dividends on common stock of
$19,961,687 out of capital surplus. It is also proposed that
COCCo amend its Articles of Incorporation to reduce the par value
of its common stock from $100 share to $0.10 per share, and
thereby reduce its stated capital.
Following the capital lease financing of a coal preparation
plant and certain coal conveyors in use at SOCCo's Meigs Mine
near Wilkesville, Ohio, SOCCo will have cash proceeds far in
excess of its foreseeable capital needs. Accordingly, SOCCo
proposes to pay to OPCo dividends on common stock of up to
$68,000,000 out of capital surplus.
Following the capital lease financing of a coal preparation
plant, overland coal conveyor and river loading terminal in use
at Windsor's Windsor Mine near Beech Bottom, West Virginia,
Windsor will have cash proceeds far in excess of its foreseeable
capital needs. Accordingly, Windsor proposes to pay to OPCo
dividends on common stock totalling $11,048,356 out of capital
surplus. It is also proposed that Windsor amend its Articles of
Incorporation to reduce the par value of its common stock from
$100 share to $0.10 per share, and thereby reduce its stated
capital.<PAGE>
The Application or Declaration and any amendments thereto
are available for public inspection through the Commission's
Office of Public Reference. Interested persons wishing to
comment or request a hearing should submit their views in writing
by May 2, 1995 to the Secretary, Securities and Exchange Commis-
sion, Washington, D.C. 20549, and serve a copy on the applicants
at the addresses specified above. Proof of service (by affidavit
or, in case of any attorney at law, by certificate) should be
filed with the request. Any request for a 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
this matter. After said date, the Application or Declaration, as
filed or as it may be amended, may be permitted to become
effective.
For the Commission, by the Office of Public Utility Regulation,
pursuant to delegated authority.
Jonathan G. Katz
Secretary
a:\notice.u-1
Exhibit A-1
Description of Existing
SOCCo - Meigs Division Equipment
Under Proposed Capital Lease
Financing
Coal Preparation Plant:
A coal washing facility, including ancillary feeders, coal
silos, breakers stations, conveyors, scales and control
systems, constructed in 1982 with subsequent coarse coal
handling additions in 1989, located at Meigs Mine No. 31
with a cleaning capacity of 2,100 raw tons per hour (9
million raw tons annually).
Intermine Conveyor:
A system of above-ground conveyor equipment, including
44,000 feet of metal support structure, coal silos, breaker
stations, drives, motors and scale, originally constructed
in 1974 with subsequent modifications, which supports a
conveyor belt system transporting raw coal a distance of
over four (4) miles from Meigs Mine No. 2 to the coal<PAGE>
preparation plant at Meigs Mine No. 31 at a speed of 950
feet per minute and a capacity of 2500 tons per hour.
Overland Conveyor:
A system of above-ground conveyor equipment, including over
105,000 feet of metal support structure, drives and motors,
originally constructed in 1974 with subsequent
modifications, which supports a conveyor belt system
transporting clean coal a distance of nearly ten (10) miles
from the coal preparation plant at Meigs Mine No. 31 to the
Gavin Generating Station at a speed of 950 feet per minute
and a capacity of 2,500 tons per hour.
Exhibit A-2
Description of Existing
Windsor Coal Company Equipment
Under Proposed Capital Lease
Financing
Coal Preparation Plant:
A coal washing facility, including ancillary feeders, coal
silos, breakers stations, conveyors, scales and control
systems, constructed in 1981 and 1982 located at its 44-
Hollow complex with a cleaning capacity of 800 raw tons per
hour (3.3 million raw tons annually).
Overland Conveyor:
A system of conveyor equipment including over 1,000 feet of
metal support structure, drives and motors, constructed in
1983 which supports a conveyor belt system transporting
clean coal a distance of 0.2 miles from the coal preparation
plant at the 44-Hollow complex to the river loading terminal
at a speed of 500 feet per minute and a capacity of 800 tons
per hour.
River Loading Terminal:
A coal loading terminal located at mile marker 80 on the
Ohio River which receives clean coal from the Windsor
overland conveyor and transloads to standard barges (for
eventual transport to the Cardinal Generating Station) at a
rate of 800 tons per hour.<PAGE>
