<PAGE> File No. 70-8639
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
AMENDMENT NO. 2
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
Jeffrey D. Cross, Assistant 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. ("AEP"), 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. 70-8639 as follows:
1. By adding the following additional paragraphs to the end
of Item 1 of said Form U-1:
"Compliance with Rule 54
AEP Resources International, Limited ('AEPRI'), an indirect
subsidiary of AEP, is an exempt wholesale generator ('EWG'), as
defined in Section 32 of the Act. AEP, through its subsidiary, AEP
Resources, Inc., has invested $115,000 in AEPRI. This investment
represents less than 1% of $1,342,051,000, the average of the
consolidated retained earnings of AEP reported on Form 10-K or Form
10-Q, as applicable, for the four consecutive quarters ended June
30, 1995.
AEPRI will maintain books and records and make available the
books and records required by Rule 53(a)(2). No more than 2% of
the employees of the operating subsidiaries of AEP will, at any one
time, directly or indirectly, render services to AEPRI. AEP has
submitted and will continue to submit a copy of Item 9 and Exhibits
G and H of AEP's Form U5S to each of the public service commissions
having jurisdiction over the retail rates of AEP's operating
utility subsidiaries. Data was filed under Item 9 and Exhibits G
and H in AEP's Form U5S for the calendar year 1994.
In addition, (i) neither AEP nor any subsidiary of AEP is the
subject of any pending bankruptcy or similar proceeding; (ii) AEP's
average consolidated retained earnings for the four most recent
quarterly periods ($1,342,051,000) represented an increase of
approximately $61,968,000 (or 4.8%) in the average consolidated
retained earnings from the previous four quarterly periods
($1,280,083,000); and (iii) for the year ended December 31, 1994,
there were no losses attributable to AEP's direct or indirect
investments in AEPRI other than $4,000 in start-up costs."
2. By supplying an Opinion of Counsel as Exhibit F hereto.
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.
CENTRAL OHIO COAL COMPANY
SOUTHERN OHIO COAL COMPANY
WINDSOR COAL COMPANY
By: /s/ G. P. Maloney
Vice President
August 25, 1995
Exhibit F
614/223-1648
Securities and Exchange Commission
Office of Public Utility Regulation
450 Fifth Street, N.W.
Washington, D.C. 20549-1004
August 25, 1995
Gentlemen:
In connection with the transactions proposed and described in the
Application or Declaration on Form U-1 filed with the Securities
and Exchange Commission by Central Ohio Coal Company, Southern
Ohio Coal Company and Windsor Coal Company, to which this opinion
is an exhibit, I have examined, among other things, the
Application or Declaration on Form U-1 and the documents referred
to in it and such other documents as I have found necessary to
form the basis of this opinion.
I am of the opinion that, in the event that the proposed
transactions are consummated in accordance with said Application
or Declaration, as the same may be amended:
(a) All state laws applicable to the proposed transactions
will have been complied with;
(b) The Companies may lawfully sell coal to non-associate
companies for a price in excess of the incremental cost
to produce such coal; and
(c) Consummation of the proposed transactions will not
violate the legal rights of the holders of any
securities issued by the Companies or any associate
company thereof.
I hereby consent to the filing of this opinion as an exhibit to
the above-mentioned Application or Declaration.
Very truly yours,
/s/ Thomas G. Berkemeyer
Thomas G. Berkemeyer
