<PAGE> File No. 70-8611
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
AMENDMENT NO. 7
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
OHIO POWER 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)
Ohio Power Company ("Ohio Power"), 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, and Southern Ohio Coal Company ("SOCCo"), Windsor
Coal Company ("Windsor") and Central Ohio Coal Company ("COCCo"),
subsidiaries of Ohio Power, hereby amend their Application or
Declaration on Form U-1 in File No. 70-8611, as heretofore amended,
as follows:
1. By amending and restating ITEM 1. DESCRIPTION OF
PROPOSED TRANSACTIONS:
"ITEM 1. DESCRIPTION OF PROPOSED TRANSACTIONS
Southern Ohio Coal Company ('SOCCo'), a West Virginia
corporation, Windsor Coal Company ('Windsor'), a West Virginia
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 and Ohio Power
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') to a financial
institution (the 'Lessor'). The SOCCo Plant is located in Meigs,
County, Ohio and may have a fair market sales value of up to
$50,000,000. The 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.
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
consideration for the SOCCo Plant. Since SOCCo's cost basis in the
SOCCo Plant will be approximately $38,000,000 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. The
annual cash working capital requirements of SOCCo's Meigs Division
are estimated at $5,900,000. 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.
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
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 March 31, 1996,
SOCCo had a surplus of $135,888,000. Total assets as of March 31,
1996, were $377,127,000; total liabilities were $241,234,000;
stated capital was $5,000. Since capital surplus is the excess of
assets over liabilities plus stated capital, SOCCo had surplus of
$135,888,000 ($377,127,000 minus $241,234,000 minus $5,000 equals
$135,888,000). The capital surplus as of March 31, 1996, was
comprised of retained earnings in the amount of $23,199,000, all of
which was allocable to SOCCo's currently inactive Martinka
Division, and other paid-in capital in the amount of $112,689,000.
In January, 1995, the Meigs Division retained earnings balance was
paid to Ohio Power as a dividend.SOCCo's capital structure at March
31, 1996 consisted of long-term debt including capital lease
obligations, in the amount of $115,688,000 and common equity in the
amount of $135,893,000; stated differently, SOCCo's debt ratio was
46.0 percent and its equity ratio was 54.0 percent.
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 66.0 percent and an equity ratio of
34.0 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. As of March 31, 1996, 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 $135,893,000:
(1) $65,234,000 with a 12.11 percent annual rate of return; (2)
$26,240,000 with a 12.04 percent annual rate of return; and (3)
$21,220,000 with a 13.58 percent annual rate of return. The
retained earnings balance, which does not generate a return, was
$23,199,000 (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.
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 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. Addendum 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.
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.
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.
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') to the Lessor. The Windsor
Plant is located in Brooke County, West Virginia. 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 March 31, 1996. This
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 be assumed.Windsor
anticipates that the Lessor will fund the 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 March 31, 1996, Windsor will hold cash proceeds which are far in
excess of its working capital requirements. The annual cash
working capital requirements of Windsor are estimated at
$1,500,000.
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.
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
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 March 31, 1996, Windsor had a surplus of
$10,716,000. Total assets as of March 31, 1996, were $48,340,000;
total liabilities were $37,218,000; stated capital was $406,000.
Since capital surplus is the excess of assets over liabilities plus
stated capital, Windsor had surplus of $10,716,000 ($48,340,000
minus $37,218,000 minus $406,000 equals $10,716,000). The capital
surplus as of March 31, 1996, is comprised of retained earnings in
the amount of $246,000, and other paid-in capital in the amount of
$10,470,000.Windsor's capital structure at March 31, 1996 consisted
of long-term debt including capital lease obligations, in the
amount of $11,690,000 and common equity in the amount of
$11,122,000; stated differently, Windsor's debt ratio was 51.2
percent and its equity ratio was 48.8 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. Such payments
would occur periodically only after payment of all Windsor retained
earnings, which at March 31, 1996 were $246,000. 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.
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. As of March 31, 1996, 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 $11,294,000; (1) $8,931,000 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 $246,000. Note: Layer (1)
reflects $172,000 associated with Excess of Acquisition Cost Over
Net Book Value remaining on Ohio Power's balance sheet.
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 out of capital surplus, thereby reducing Ohio Power's
cost of coal. Addendum 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.
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. 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.
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 1995 was approximately 1,050,000 tons of coal, predominantly
from one mining pit. Production is anticipated to be at the
1,500,000 ton level annually. The COCCo mines are located in
Muskingum County, Ohio.
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
March 31, 1996, and anticipated 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. The dividend payment would
occur by December 31, 1998.
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 March 31, 1996, COCCo had
stated capital of $6,900,000 and a surplus of $13,076,000. Total
assets as of March 31, 1996, were $83,427,000; total liabilities
were $63,451,000; stated capital was $6,900,000. Since capital
surplus is the excess of assets over liabilities plus stated
capital, COCCo had surplus of $13,076,000 ($83,427,000 minus
$63,451,000 minus $6,900,000 equals $13,076,000). The capital
surplus is comprised of retained earnings in the amount of $7,000
and other paid-in capital in the amount of $13,069,000. COCCo's
capital structure at March 31, 1996 consisted of long-term debt
including capital lease obligations, in the amount of $13,664,000
and total common equity in the amount of $19,976,000; stated
differently, COCCo's debt ratio was 40.6 percent and its equity
ratio was 59.4 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 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 March 31, 1996 were $7,000. 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 contributions
to COCCo. As of March 31, 1996, 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 $19,976,000: (1) $7,350,000 with a 14.34
percent annual rate of return through December 31, 1995 and a 12.81
percent annual rate of return effective January 1, 1996; (2)
$6,431,000 with a 13.01 percent annual rate of return through
December 31, 1995 and an 11.90 percent annual rate of return
effective January 1, 1996; and (3) $6,188,000 with a 12.37 percent
annual rate of return through December 31, 1995 and an 11.26
percent annual rate of return effective January 1, 1996. The
retained earnings balance, which does not generate a return, was
$7,000. 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.
Addendum 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.
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. Attached hereto as Schedule 1 is a chart
identifying the impact of the proposed sale-leaseback transactions
on the amount of depreciable assets owned by SOCCo and Windsor.
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. Ohio Power plant
allocation factors based on 1995 MWHs are attached hereto as
Schedule B.
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.
The effects of the proposed transactions will have no current
impact on Ohio Power's retail customers. These customers are being
billed a fixed fuel rate that, under the Settlement Agreement, will
continue through November 1998. The reduced coal costs resulting
from the proposed transactions will be reflected in the fuel rate
charged to Ohio Power's wholesale customers, other than Wheeling
Power Company, because the adjustments will flow through the fuel
clause. Wheeling Power Company, an affiliate of Ohio Power, has
entered into a FERC-approved agreement with Ohio Power, under which
Wheeling Power Company will pay a fixed fuel rate, except, if Ohio
Power's actual average fuel costs fall below a certain level, then
Ohio Power and Wheeling Power Company will share equally in the
cost savings.
Ohio Power recommends adjusting the cost of capital rate
authorized to conform the rates to the current market (See HCAR
Nos. 20515, April 4, 1978; 21008, April 17, 1979; 21537, April 25,
1980; 22129, July 13, 1981; 22179, August 28, 1981; 22401, February
24, 1982; and 22770, December 10, 1982.) Therefore, Ohio Power
proposes that the provision for cost of capital applicable to its
capital in the coal mines would be adjusted on an annual basis,
determined as set forth in Appendix A attached hereto. In
calculating the overall rate of return on the investment, Ohio
Power will make an adjustment on the first day of April in each
succeeding year based on changes in the rate of return on common
equity allowed by either (i) the Federal Energy Regulatory
Commission ('FERC') in Ohio Power's latest wholesale rate
proceeding or (ii) The Public Utilities Commission of Ohio in Ohio
Power's latest retail rate proceeding, whichever of the two is the
most recent.
Attached hereto as Appendix A is a chart which reflects how
Ohio Power would calculate the current market rate of return using
March 31, 1996 financial information. Such information would be
reported by the Companies in Rule 24 reports."
2. The following exhibits and financial statements are filed
as part of this statement:
Exhibit B-1 -- Copy of proposed form of action by sole
shareholder of SOCCo
Exhibit B-2 -- Copy of proposed form of resolutions to
be adopted by Board of Directors of SOCCo
Exhibit B-3 -- Copy of proposed form of action by sole
shareholder of Windsor
Exhibit B-4 -- Copy of proposed form of resolutions to
be adopted by Board of Directors of
Windsor
Exhibit B-5 -- Copy of proposed form of resolutions to
be adopted by the Board of Directors of
COCCo
Balance Sheets as of March 31, 1996 and Statements of Income
and Retained Earnings for the twelve months ended March 31, 1996,
of the Companies and American Electric Power Company, Inc., and its
subsidiaries consolidated, together with journal entries reflecting
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
OHIO POWER COMPANY
By: /s/ A. A. Pena
Treasurer
July 25, 1996
EXHIBIT B-1
Southern Ohio Coal Company
ACTION BY WRITTEN CONSENT OF SOLE SHAREHOLDER
WITHOUT A MEETING
Pursuant to the authority contained in Section 31-1-73 of the
West Virginia Corporation Act, the undersigned, being the sole
shareholder of Southern Ohio Coal Company (the "Company"), does
hereby take and adopt the following action in writing, without a
meeting, in order to authorize the Board of Directors of the
Company to pay a dividend out of capital surplus:
RESOLVED, that the Board of Directors of this Company be, and
it hereby is, authorized to declare and pay to the sole shareholder
of the Company up to $____________ out of the capital surplus of
this Company at the time of such distribution.
OHIO POWER COMPANY
By:______________________
Vice President
[Date]
EXHIBIT B-2
SOUTHERN OHIO COAL COMPANY
[Date]
The Chairman reminded the Board that the Company
entered into a capital lease financing transaction with respect
to an existing coal preparation plant, overland coal conveyor and
intermine coal conveyor located at its Meigs Mine on
____________, 1996. As a result of such transaction, the Company
received proceeds far exceeding the amount of working capital
needed by the Company. Accordingly, the Chairman recommended a
distribution to its sole shareholder, Ohio Power Company, in an
aggregate amount up to $____________ of the capital surplus of
the Company. The Chairman then submitted to the Board a
statement of the financial condition of the Company which showed
that the Company, as of ____________, 1996, had other paid-in
capital of $____________ and retained earnings of $____________.
Thereupon, upon motion duly made and seconded, it was
unanimously
RESOLVED, that a distribution of up to
$____________ on the issued and outstanding common
stock of the Company be, and the same hereby is,
declared out of the capital surplus of the Company,
payable to the holder of the said stock of record on
the books of the Company at the close of business this
day, with a further distribution of up to $____________
to occur on or before _______________; and further
RESOLVED, that pursuant to the requirements of
Section 31-1-100 of the West Virginia Corporation Law,
such distribution, when made, shall be identified as a
distribution from capital surplus and the amount shall
be disclosed to the shareholders receiving the same
concurrently with the distribution thereof; and further
RESOLVED, that, in connection with such
distribution, the actions taken by the officers of and
counsel for the Company in connection with the
execution and filing of an Application or Declaration
on Form U-1 with the Securities and Exchange Commission
pursuant to the applicable provisions of the Public
Utility Holding Company Act of 1935, be, and the same
hereby are, ratified, confirmed and approved in all
respects, and said officers and counsel be, and they
hereby are, authorized and directed to take such
further action in connection therewith as they may deem
necessary or desirable.
EXHIBIT B-3
Windsor Coal Company
ACTION BY WRITTEN CONSENT OF SOLE SHAREHOLDER
WITHOUT A MEETING
Pursuant to the authority contained in Section 31-1-73 of
the West Virginia Corporation Act, the undersigned, being the
sole shareholder of Windsor Coal Company (the "Company"), does
hereby take and adopt the following action in writing, without a
meeting, in order to authorize the Board of Directors of the
Company to pay a dividend out of capital surplus and return
stated capital:
RESOLVED, that the Board of Directors of this Company be,
and it hereby is, authorized to declare and pay to the sole
shareholder of the Company $____________ out of the capital
surplus and stated capital of this Company at the time of such
distribution.
OHIO POWER COMPANY
By:______________________
Vice President
[Date]
EXHIBIT B-4
WINDSOR COAL COMPANY
[Date]
The Chairman reminded the Board that the Company has
accrued cash and cash equivalents far exceeding the amount of
working capital needed by the Company. Accordingly, the Chairman
recommended a distribution to its sole shareholder, Ohio Power
Company, in an aggregate amount of nearly $____________ of the
capital surplus and common stock of the Company. The Chairman
then submitted to the Board a statement of the financial
condition of the Company which showed that the Company, as of
_______________, had other paid-in capital of $____________,
common stock of $____________ and retained earnings of
$____________.
Thereupon, upon motion duly made and seconded, it was
unanimously
RESOLVED, that a distribution of up to
$____________ on the issued and outstanding common
stock of the Company be, and the same hereby is,
declared out of the capital surplus and stated capital
of the Company, payable to the holder of the said stock
of record on the books of the Company at the close of
business this day.
RESOLVED, that pursuant to the requirements of
Section 31-1-100 of the West Virginia Corporation Law,
such distribution, when made, shall be identified as a
distribution from capital surplus and return of stated
capital and the amount shall be disclosed to the
shareholders receiving the same concurrently with the
distribution thereof; and further
RESOLVED, that, in connection with such
distribution, the actions taken by the officers of and
counsel for the Company in connection with the
execution and filing of an Application or Declaration
on Form U-1 with the Securities and Exchange Commission
pursuant to the applicable provisions of the Public
Utility Holding Company Act of 1935, be, and the same
hereby are, ratified, confirmed and approved in all
respects, and said officers and counsel be, and they
hereby are, authorized and directed to take such
further action in connection therewith as they may deem
necessary or desirable.
EXHIBIT B-5
CENTRAL OHIO COAL COMPANY
[Date]
The Chairman reminded the Board that the Company has
accrued cash and cash equivalents far exceeding the amount of
working capital needed by the Company. Accordingly, the Chairman
recommended a distribution to its sole shareholder, Ohio Power
Company, in an aggregate amount of nearly $____________ of the
capital surplus and common stock of the Company. The Chairman
then submitted to the Board a statement of the financial
condition of the Company which showed that the Company, as of
_______________, had other paid-in capital of $____________,
common stock of $____________ and retained earnings of
$____________.
Thereupon, upon motion duly made and seconded, it was
unanimously
RESOLVED, that periodic distributions of up to
$____________ on the issued and outstanding common
stock of the Company be, and the same hereby is,
declared out of the capital surplus and stated capital
of the Company, payable to the holder of the said stock
of record on the books of the Company at the close of
business this day.
RESOLVED, that pursuant to the requirements of
Section 1701.33 of the Ohio Revised Code, such
distribution, when made, shall be identified as a
distribution from capital surplus and return of stated
capital and the amount shall be disclosed to the
shareholders receiving the same concurrently with the
distribution thereof; and further
RESOLVED, that, in connection with such
distribution, the actions taken by the officers of and
counsel for the Company in connection with the
execution and filing of an Application or Declaration
on Form U-1 with the Securities and Exchange Commission
pursuant to the applicable provisions of the Public
Utility Holding Company Act of 1935, be, and the same
hereby are, ratified, confirmed and approved in all
respects, and said officers and counsel be, and they
hereby are, authorized and directed to take such
further action in connection therewith as they may deem
necessary or desirable.
Schedule 1
VALUE OF ASSETS OWNED AS OF 3/31/96
<TABLE>
<CAPTION>
Net Book Value Less Adjusted
as of 3/31/96 Prep Plant Sale Balance
<S> <C> <C> <C>
SOCCo
Surface Land and Rights $ 7,386,455 $ 7,386,455
Minerals and Rights 3,981,270 3,981,270
Development Costs 82,674,803 82,674,803
Depreciable Assets:
Mobile 644,226 103,819 540,407
Structures 54,193,175 34,645,375 19,547,800
Total Depreciable 54,837,401 34,749,194 20,088,207
C.W.I.P. 0 0
TOTAL $148,879,929 $ 34,749,194 $114,130,735
COCCo
Surface Land and Rights $ 323,842 $ 323,842
Minerals and Rights 7,021,070 7,021,070
Leasehold Improvements 186,244 186,244
Depreciable Assets:
Mobile 483,402 483,402
Structures 3,796,285 3,796,285
Total Depreciable 4,279,687 4,279,687
C.W.I.P. 2,059 2,059
TOTAL $ 11,812,902 -0- $ 11,812,902
Windsor
Surface Land and Rights $ 638,220 $ 638,220
Minerals and Rights 1,916,442 1,916,442
Development Costs 5,828,380 5,828,380
Depreciable Assets:
Mobile 178,850 1,496 177,354
Structures 13,378,732 9,854,573 3,524,159
Total Depreciable 13,557,582 9,856,069 3,701,513
C.W.I.P. 124,417 124,417
TOTAL $ 22,065,041 $ 9,856,069 $ 12,208,972
</TABLE>
Schedule A
OHIO POWER COMPANY
Effect of Proposed Coal Subsidiary Equity Liquidation on
The Municipal Wholesale Electric Customers of Ohio Power Company
Prospective Annual Fuel Rates
<TABLE>
<CAPTION>
<S> <C> <C>
(A) Ohio Power Company
Estimated 1996 Net Energy Cost
(FERC 151 Fuel Cost Basis) . . . . . . . . . $512,192,400
(B) Estimated 1996 Net Energy Requirements (Mwh) 36,767,300
(C) =
(A) / (B) NET ENERGY COST - 151 Basis (m/Kwh) 13.931
(D) Prospective Annual Change in Ohio Power *
Company Fuel Expense Associated with Central
Ohio Coal Company, Southern Ohio Coal
Company and Windsor Coal Company Declaration
and Payment of Cash Dividends on Ohio
Power's Common Stock and Return of Stated
Capital in the amount of $19,961,687,
$68,000,000 and $11,048,356, respectively,
as identified in their Application or
Declaration on Form U-1 in File No. 70-8611,
as amended . . . . . . . . . . . . . . . . . ($ 15,267,000)
(E) = Ohio Power Company
(A) + (D) Estimated 1996 Net Energy Cost
(as adjusted) . . . . . . . . . . . . . . . $496,925,400
(F) =
(E) / (B) NET ENERGY COST - 151 Basis (m/Kwh)
(as adjusted) . . . . . . . . . . . . . . . 13.515
(G) =
(F) - (C) EFFECT OF COAL COMPANIES' APPLICATION ON
PROSPECTIVE OHIO POWER COMPANY NET ENERGY COST (0.416)m/Kwh
(2.99% REDUCTION)
(H) Ohio Power Company **
Estimated 1996 Class MRS (Municipals) Load
(loss adjusted) . . . . . . . . . . . . . . 769,800
(I) = CHANGE IN PROSPECTIVE ANNUAL FUEL EXPENSE
(G) x (H) ALLOCABLE TO THE MUNICIPAL WHOLESALE ELECTRIC
CUSTOMERS OF OHIO POWER COMPANY . . . . . . ($ 320,237)
____________
* As identified in "Addendum 1 to Financial Statements" as submitted to
the Commission as part of Amendment No. 7 to File No. 70-8611, dated
July 25, 1996.
** Based on AEP System Planning's 1996 Load Forecast.
</TABLE>
Schedule B
OHIO POWER COMPANY
PLANT ALLOCATION FACTORS
BASED ON 1995 MWHs
<TABLE>
<CAPTION
GAVIN MUSK 1-4 CARD 1
(SOCCo) (COCCo) (WCCo)
% % %
<S> <C> <C> <C>
Wholesale: 1.59) 1.65) 1.60)
Municipal Resale Service 5.05) = 5.23) = 5.09) =
Other FERC Firm Service 24.13% 21.44% 23.62%
Interconnection 17.49) 14.56) 16.93)
Agreement
Retail 75.87 78.56 76.38
TOTAL 100.00 100.00 100.00
Source: OPCo ER Forms and System Operations Data
Note: Allocation factors based on 1995 MWH information using the FERC
methodology.
</TABLE>
Appendix A
OHIO POWER COMPANY
Rate of Return on Investments
<TABLE>
<CAPTION>
After-Tax
Capitalization Percent Effective Weighted
Component at 3/31/96 of Total Cost Rate of Return
(000)
<S> <C> <C> <C> <C>
Long-Term Debt $1,025,090(a) 41.25% 7.48%(c) 3.09%
Preferred Stock 156,240 6.29% 5.71%(c) 0.36%
Common Stock 1,303,863(b) 52.46% 12.81%(d) 6.72%
Total $2,485,193 100.00% 10.17%
(a) Includes Long-Term Debt due in one-year and is net of unamortized
debt premium and discount, unamortized debt expense, and the
unamortized loss on reacquired debt.
(b) Common Equity includes the premium on preferred stock and excludes
undistributed subsidiary earnings.
(c) Embedded Cost at 12/31/95.
(d) The rate allowed by the PUCO in a retail rate settlement approved in
March 1995.
</TABLE>
<PAGE>
<TABLE>
FINANCIAL STATEMENTS PAGE 1
CENTRAL OHIO COAL COMPANY
BALANCE SHEET
March 31, 1996
(in thousands)
<CAPTION>
Pro Forma
Per Books Adjustments Pro Forma
--------- ----------- ---------
<S> <C> <C> <C>
ASSETS
Mining Plant:
Mining Plant in Service . . . . . . . . . . . $73,696 $73,696
Construction Work In Progress . . . . . . . . 2 2
Total Mining Plant. . . . . . . . . . 73,698 73,698
Accumulated Depreciation and Amortization . . 49,721 49,721
Net Mining Plant. . . . . . . . . . . 23,977 23,977
Current Assets:
Cash and Cash Equivalents . . . . . . . . . . 24,543 $(19,969) 4,574
Accounts Receivable:
General . . . . . . . . . . . . . . . . . . 749 749
Affiliated Companies. . . . . . . . . . . . 3,758 3,758
Materials and Supplies. . . . . . . . . . . . 7,779 7,779
Other . . . . . . . . . . . . . . . . . . . . 2,727 2,727
Total Current Assets. . . . . . . . . 39,556 (19,969) 19,587
Deferred Income Taxes . . . . . . . . . . . . . 17,367 17,367
Regulatory Assets . . . . . . . . . . . . . . . 2,368 2,368
Deferred Charges. . . . . . . . . . . . . . . . 159 159
Total . . . . . . . . . . . . . . . $83,427 $(19,969) $63,458
The Pro Forma Adjustments are shown on Page 3 of these Financial Statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
FINANCIAL STATEMENTS PAGE 2
CENTRAL OHIO COAL COMPANY
BALANCE SHEET
March 31, 1996
(in thousands)
<CAPTION>
Pro Forma
Per Books Adjustments Pro Forma
--------- ----------- ---------
<S> <C> <C> <C>
CAPITALIZATION AND LIABILITIES
Shareowner's Equity:
Common Stock. . . . . . . . . . . . . . . . . $ 6,900 $ (6,893) $ 7
Paid-in Capital . . . . . . . . . . . . . . . 13,069 (13,069) -
Retained Earnings . . . . . . . . . . . . . . 7 (7) -
Total Shareowner's Equity . . . . . . 19,976 (19,969) 7
Long-term Debt:
Advances from Parent Company. . . . . . . . . 1,500 1,500
Finance Obligations . . . . . . . . . . . . . 364 364
Total Long-term Debt. . . . . . . . . 1,864 1,864
Other Noncurrent Liabilities:
Obligations Under Capital Leases. . . . . . . 8,335 8,335
Operating Reserves. . . . . . . . . . . . . . 24,759 24,759
Total Other Noncurrent Liabilities. . 33,094 33,094
Current Liabilities:
Long-term Debt Due Within One Year. . . . . . 104 104
Accounts Payable:
General . . . . . . . . . . . . . . . . . . 842 842
Affiliated Companies. . . . . . . . . . . . 433 433
Taxes Accrued . . . . . . . . . . . . . . . . 2,248 2,248
Accrued Reclamation Costs . . . . . . . . . . 4,251 4,251
Accrued Vacation Pay. . . . . . . . . . . . . 818 818
Workers' Compensation Claims. . . . . . . . . 1,266 1,266
Obligations Under Capital Leases. . . . . . . 3,361 3,361
Other . . . . . . . . . . . . . . . . . . . . 1,477 1,477
Total Current Liabilities . . . . . . 14,800 14,800
Deferred Credits. . . . . . . . . . . . . . . . 13,693 13,693
Total . . . . . . . . . . . . . . . $83,427 $(19,969) $63,458
The Pro Forma Adjustments are shown on Page 3 of these Financial Statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
FINANCIAL STATEMENTS PAGE 3
CENTRAL OHIO COAL COMPANY
BALANCE SHEET
March 31, 1996
PRO FORMA ADJUSTMENTS
<CAPTION>
Debit Credit
(in thousands)
<S> <C> <C>
1) Common Stock $6,893
Paid-in Capital $6,893
To reduce par value of authorized common
stock from $100.00 per share to $0.10 per share.
2) Retained Earnings $7
Cash and Cash Equivalents $7
To record a dividend payment of all retained earnings.
3) Paid-in Capital $19,962
Cash and Cash Equivalents $19,962
To record a repayment of capital surplus
over the next three years.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
FINANCIAL STATEMENTS PAGE 3A
CENTRAL OHIO COAL COMPANY
STATEMENT OF INCOME
Twelve Months Ended March 31, 1996
PRO FORMA ADJUSTMENTS
<CAPTION>
Increase
(Decrease)
(in thousands)
<S> <C>
Operating Revenues $(4,383)
Taxes Other Than Federal Income Taxes (395)
Federal Income Taxes (1,396)
To reflect the pro forma changes in operating
revenues associated with the proposed transactions
and the related federal income and state tax effect.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
FINANCIAL STATEMENTS PAGE 4
CENTRAL OHIO COAL COMPANY
STATEMENT OF INCOME
Twelve Months Ended March 31, 1996
(in thousands)
<CAPTION>
Pro Forma
Per Books Adjustments Pro Forma
--------- ----------- ---------
<S> <C> <C> <C>
Operating Revenues - Sales to Parent. . . . . . $63,146 $(4,383) $58,763
Operating Expenses:
Other Operation . . . . . . . . . . . . . . . 47,573 47,573
Maintenance . . . . . . . . . . . . . . . . . 6,389 6,389
Depreciation, Depletion and Amortization. . . 4,504 4,504
Taxes Other Than Federal Income Taxes . . . . 2,808 (395) 2,413
Federal Income Tax Expense (Credit) . . . . . 1,275 (1,396) (121)
Total Operating Expenses. . . . . . . . . 62,549 (1,791) 60,758
Operating Income (Loss) . . . . . . . . . . . . 597 (2,592) (1,995)
Nonoperating Income . . . . . . . . . . . . . . 2,051 2,051
Income Before Interest Charges. . . . . . . . . 2,648 (2,592) 56
Interest Charges. . . . . . . . . . . . . . . . 55 55
Net Income. . . . . . . . . . . . . . . . . . . $ 2,593 $(2,592) $ 1
The Pro Forma Adjustments are shown on Page 3A of these Financial Statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
FINANCIAL STATEMENTS PAGE 5
CENTRAL OHIO COAL COMPANY
STATEMENT OF RETAINED EARNINGS
TWELVE MONTHS ENDED MARCH 31, 1996
(in thousands)
<S> <C>
Balance at Beginning of Period. . . . . . . . $ -
Net Income. . . . . . . . . . . . . . . . . . 2,593
Cash Dividends Declared . . . . . . . . . . . 2,586
Balance at End of Period. . . . . . . . . . . $ 7
</TABLE>
<PAGE>
<PAGE>
<TABLE>
FINANCIAL STATEMENTS PAGE 6
SOUTHERN OHIO COAL COMPANY
BALANCE SHEET
March 31, 1996
(in thousands)
<CAPTION>
Pro Forma
Per Books Adjustments Pro Forma
--------- ----------- ---------
<S> <C> <C> <C>
ASSETS
Mining Plant:
Mining Plant in Service . . . . . . . . . . . $370,614 $370,614
Construction Work In Progress . . . . . . . . - -
Total Mining Plant. . . . . . . . . . 370,614 370,614
Accumulated Depreciation and Amortization . . 187,727 187,727
Net Mining Plant. . . . . . . . . . . 182,887 182,887
Other Property and Investments. . . . . . . . . 62,997 62,997
Current Assets:
Cash and Cash Equivalents . . . . . . . . . . 24,088 $(18,000) 6,088
Accounts Receivable:
General . . . . . . . . . . . . . . . . . . 3,809 3,809
Insurance . . . . . . . . . . . . . . . . . 13,079 13,079
Affiliated Companies. . . . . . . . . . . . 5,652 5,652
Coal. . . . . . . . . . . . . . . . . . . . . 3,404 3,404
Materials and Supplies. . . . . . . . . . . . 9,623 9,623
Other . . . . . . . . . . . . . . . . . . . . 5,841 5,841
Total Current Assets. . . . . . . . . 65,496 (18,000) 47,496
Regulatory Assets . . . . . . . . . . . . . . . 62,178 62,178
Deferred Charges. . . . . . . . . . . . . . . . 3,569 3,569
Total . . . . . . . . . . . . . . . $377,127 $(18,000) $359,127
The Pro Forma Adjustments are shown on Page 8 of these Financial Statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
FINANCIAL STATEMENTS PAGE 7
SOUTHERN OHIO COAL COMPANY
BALANCE SHEET
March 31, 1996
(in thousands)
<CAPTION>
Pro Forma
Per Books Adjustments Pro Forma
--------- ----------- ---------
<S> <C> <C> <C>
CAPITALIZATION AND LIABILITIES
Shareowner's Equity:
Common Stock. . . . . . . . . . . . . . . . . $ 5 $ 5
Paid-in Capital . . . . . . . . . . . . . . . 112,689 $(68,000) 44,689
Retained Earnings . . . . . . . . . . . . . . 23,199 23,199
Total Shareowner's Equity . . . . . . 135,893 (68,000) 67,893
Long-term Debt:
Notes Payable . . . . . . . . . . . . . . . . 61,681 61,681
Finance Obligations . . . . . . . . . . . . . - 46,500 46,500
Total Long-term Debt. . . . . . . . . 61,681 46,500 108,181
Other Noncurrent Liabilities:
Obligations Under Capital Leases. . . . . . . 23,446 23,446
Operating Reserves. . . . . . . . . . . . . . 40,619 40,619
Total Other Noncurrent Liabilities. . 64,065 64,065
Current Liabilities:
Long-term Debt Due Within One Year. . . . . . 20,000 3,500 23,500
Short-term Debt . . . . . . . . . . . . . . . 3,500 3,500
Accounts Payable:
General . . . . . . . . . . . . . . . . . . 5,425 5,425
Affiliated Companies. . . . . . . . . . . . 1,889 1,889
Taxes Accrued . . . . . . . . . . . . . . . . 4,034 4,034
Accrued Vacation Pay. . . . . . . . . . . . . 3,034 3,034
Workers' Compensation Claims. . . . . . . . . 8,950 8,950
Obligations Under Capital Leases. . . . . . . 10,561 10,561
Other . . . . . . . . . . . . . . . . . . . . 4,802 4,802
Total Current Liabilities . . . . . . 62,195 3,500 65,695
Deferred Credits. . . . . . . . . . . . . . . . 53,293 53,293
Total . . . . . . . . . . . . . . . $377,127 $(18,000) $359,127
The Pro Forma Adjustments are shown on Page 8 of these Financial Statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
FINANCIAL STATEMENTS PAGE 8
SOUTHERN OHIO COAL COMPANY
BALANCE SHEET
March 31, 1996
PRO FORMA ADJUSTMENTS
<CAPTION>
Debit Credit
(in thousands)
<S> <C> <C>
1) Cash and Cash Equivalents $50,000
Long-term Debt - Finance Obligations $46,500
Long-term Debt Due Within One Year 3,500
To record the sale and leaseback of
SOCCo's coal preparation plant. In
accordance with SFAS 98, "Accounting
for Leases," a sale and leaseback is
not recorded for accounting purposes.
2) Paid-in Capital $68,000
Cash and Cash Equivalents $68,000
To record a repayment of capital surplus
over the next three years.
Estimates of proceeds from sale and leaseback
and classification of long-term and short-
term portions of finance obligations assumed
solely for these pro forma financial statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
FINANCIAL STATEMENTS PAGE 8A
SOUTHERN OHIO COAL COMPANY
STATEMENT OF INCOME
Twelve Months Ended March 31, 1996
PRO FORMA ADJUSTMENTS
<CAPTION>
Increase
(Decrease)
(in thousands)
<S> <C>
Annual Lease Payment* $ 7,319
Depreciation Expense (4,353)
Operating Revenues (11,343)
Taxes Other Than Federal Income Taxes (1,288)
Federal Income Taxes (4,557)
To reflect the pro forma changes in operating
expenses and operating revenues associated with
the proposed transactions and the related federal
income and state tax effect.
* Payment assumed solely for the purpose of these
Pro Forma Financial Statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
FINANCIAL STATEMENTS PAGE 9
SOUTHERN OHIO COAL COMPANY
STATEMENT OF INCOME
Twelve Months Ended March 31, 1996
(in thousands)
<CAPTION>
Pro Forma
Per Books Adjustments Pro Forma
--------- ----------- ---------
<S> <C> <C> <C>
Operating Revenues. . . . . . . . . . . . . . . $193,453 $(11,343) $182,110
Operating Expenses:
Other Operation . . . . . . . . . . . . . . . 109,573 7,319 116,892
Maintenance . . . . . . . . . . . . . . . . . 34,805 34,805
Depreciation, Depletion and Amortization. . . 14,522 (4,353) 10,169
Taxes Other Than Federal Income Taxes . . . . 11,588 (1,288) 10,300
Federal Income Taxes. . . . . . . . . . . . . 7,042 (4,557) 2,485
Total Operating Expenses. . . . . . . . . 177,530 (2,879) 174,651
Operating Income. . . . . . . . . . . . . . . . 15,923 (8,464) 7,459
Nonoperating Income . . . . . . . . . . . . . . 317 317
Income Before Interest Charges. . . . . . . . . 16,240 (8,464) 7,776
Interest Charges. . . . . . . . . . . . . . . . 5,872 5,872
Net Income. . . . . . . . . . . . . . . . . . . $ 10,368 $ (8,464) $ 1,904
The Pro Forma Adjustments are shown on Page 8A of these Financial Statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
FINANCIAL STATEMENTS PAGE 10
SOUTHERN OHIO COAL COMPANY
STATEMENT OF RETAINED EARNINGS
TWEVLE MONTHS ENDED MARCH 31, 1996
(in thousands)
<S> <C>
Balance at Beginning of Period. . . . . . . . . . . . . . . . . . . $25,792
Net Income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,368
Cash Dividends Declared . . . . . . . . . . . . . . . . . . . . . . 12,961
Balance at End of Period. . . . . . . . . . . . . . . . . . . . . . $23,199
</TABLE>
<PAGE>
<PAGE>
<TABLE>
FINANCIAL STATEMENTS PAGE 11
WINDSOR COAL COMPANY
BALANCE SHEET
March 31, 1996
(in thousands)
<CAPTION>
Pro Forma
Per Books Adjustments Pro Forma
--------- ----------- ---------
<S> <C> <C> <C>
ASSETS
Mining Plant:
Mining Plant in Service . . . . . . . . . . . $65,429 $65,429
Construction Work In Progress . . . . . . . . 124 124
Total Mining Plant. . . . . . . . . . 65,553 65,553
Accumulated Depreciation and Amortization . . 31,776 31,776
Net Mining Plant. . . . . . . . . . . 33,777 33,777
Current Assets:
Cash and Cash Equivalents . . . . . . . . . . 3,374 $(122) 3,252
Accounts Receivable . . . . . . . . . . . . . 1,483 1,483
Coal. . . . . . . . . . . . . . . . . . . . . 109 109
Materials and Supplies. . . . . . . . . . . . 3,710 3,710
Other . . . . . . . . . . . . . . . . . . . . 194 194
Total Current Assets. . . . . . . . . 8,870 (122) 8,748
Regulatory Assets . . . . . . . . . . . . . . . 5,595 5,595
Deferred Charges. . . . . . . . . . . . . . . . 98 98
Total . . . . . . . . . . . . . . . $48,340 $(122) $48,218
The Pro Forma Adjustments are shown on Page 13 of these Financial Statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
FINANCIAL STATEMENTS PAGE 12
WINDSOR COAL COMPANY
BALANCE SHEET
March 31, 1996
(in thousands)
<CAPTION>
Pro Forma
Per Books Adjustments Pro Forma
--------- ----------- ---------
<S> <C> <C> <C>
CAPITALIZATION AND LIABILITIES
Shareowner's Equity:
Common Stock. . . . . . . . . . . . . . . . . $ 406 $ (406) $ -
Paid-in Capital . . . . . . . . . . . . . . . 10,470 (10,470) -
Retained Earnings . . . . . . . . . . . . . . 246 (246) -
Total Shareowner's Equity . . . . . . 11,122 (11,122) -
Long-term Debt:
Finance Obligations . . . . . . . . . . . . . 8,138 10,713 18,851
Advances from Parent Company. . . . . . . . . 225 225
Total Long-term Debt. . . . . . . . . 8,363 10,713 19,076
Other Noncurrent Liabilities:
Obligations Under Capital Leases. . . . . . . 1,849 1,849
Operating Reserves. . . . . . . . . . . . . . 11,483 11,483
Total Other Noncurrent Liabilities. . 13,332 13,332
Current Liabilities:
Long-term Debt Due Within One Year. . . . . . 570 287 857
Accounts Payable - General. . . . . . . . . . 791 791
Accounts Payable - Affiliated Companies . . . 612 612
Taxes Accrued . . . . . . . . . . . . . . . . 1,136 1,136
Accrued Vacation Pay. . . . . . . . . . . . . 702 702
Workers' Compensation Claims. . . . . . . . . 2,198 2,198
Obligations Under Capital Leases. . . . . . . 908 908
Other . . . . . . . . . . . . . . . . . . . . 1,288 1,288
Total Current Liabilities . . . . . . 8,205 287 8,492
Regulatory Liabilities. . . . . . . . . . . . . 2,568 2,568
Deferred Credits. . . . . . . . . . . . . . . . 4,750 4,750
Total . . . . . . . . . . . . . . . $48,340 $ (122) $48,218
The Pro Forma Adjustments are shown on Page 13 of these Financial Statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
FINANCIAL STATEMENTS PAGE 13
WINDSOR COAL COMPANY
BALANCE SHEET
March 31, 1996
PRO FORMA ADJUSTMENTS
<CAPTION>
Debit Credit
(in thousands)
<S> <C> <C>
1) Cash and Cash Equivalents $11,000
Long-term Debt - Finance Obligations $10,713
Long-term Debt Due Within One Year 287
To record the sale and leaseback of
WCCo's coal preparation plant. In
accordance with SFAS 98, "Accounting
for Leases," a sale and leaseback is
not recorded for accounting purposes.
2) Common Stock $406
Paid-in Capital $406
To reduce authorized common stock from
$100.00 per share to $0.10 per share.
3) Retained Earnings $246
Cash and Cash Equivalents $246
To record a dividend payment of
all retained earnings.
4) Paid-in Capital $10,876
Cash and Cash Equivalents $10,876
To record a repayment of capital
surplus over the next three years.
Estimates of proceeds from sale and
leaseback and classification of long-term
and short-term portions of finance
obligations assumed solely for these
pro forma financial statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
FINANCIAL STATEMENTS PAGE 13A
WINDSOR COAL COMPANY
STATEMENT OF INCOME
Twelve Months Ended March 31, 1996
PRO FORMA ADJUSTMENTS
<CAPTION>
Increase
(Decrease)
(in thousands)
<S> <C>
Annual Lease Payment* $ 1,172
Depreciation Expense (629)
Operating Revenues (1,761)
Taxes Other Than Federal Income Taxes (207)
Federal Income Taxes (734)
To reflect the pro forma changes in operating
expenses and operating revenues associated with
the proposed transactions and the related federal
income and state tax effect.
* Payment assumed solely for the purpose of these
Pro Forma Financial Statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
FINANCIAL STATEMENTS PAGE 14
WINDSOR COAL COMPANY
STATEMENT OF INCOME
Twelve Months Ended March 31, 1996
(in thousands)
<CAPTION>
Pro Forma
Per Books Adjustments Pro Forma
--------- ----------- ---------
<S> <C> <C> <C>
Operating Revenues. . . . . . . . . . . . . . . $48,141 $ 1,761 $46,380
Operating Expenses:
Other Operation . . . . . . . . . . . . . . . 28,504 1,172 29,676
Maintenance . . . . . . . . . . . . . . . . . 9,980 9,980
Depreciation, Depletion and Amortization. . . 3,294 (629) 2,665
Taxes Other Than Federal Income Taxes . . . . 4,422 (207) 4,215
Federal Income Taxes. . . . . . . . . . . . . 632 (734) (102)
Total Operating Expenses. . . . . . . . . 46,832 (398) 46,434
Operating Income. . . . . . . . . . . . . . . . 1,309 (1,363) (54)
Nonoperating Income . . . . . . . . . . . . . . 68 68
Income Before Interest Charges. . . . . . . . . 1,377 (1,363) 14
Interest Charges. . . . . . . . . . . . . . . . 14 14
Net Income. . . . . . . . . . . . . . . . . . . $ 1,363 $(1,363) $ 0
The Pro Forma Adjustments are shown on Page 13A of these Financial Statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
FINANCIAL STATEMENTS PAGE 15
WINDSOR COAL COMPANY
STATEMENT OF RETAINED EARNINGS
TWELVE MONTHS ENDED MARCH 31, 1996
(in thousands)
<S> <C>
Balance at Beginning of Period. . . . . . . . . . . . . . . . $1,724
Net Income. . . . . . . . . . . . . . . . . . . . . . . . . . 1,363
Cash Dividends Declared . . . . . . . . . . . . . . . . . . . 2,841
Balance at End of Period. . . . . . . . . . . . . . . . . . . $ 246
</TABLE>
<PAGE>
<PAGE>
<TABLE>
FINANCIAL STATEMENTS PAGE 16
OHIO POWER COMPANY
BALANCE SHEET
March 31, 1996
(in thousands)
<CAPTION>
Pro Forma
Per Books Adjustments Pro Forma
--------- ----------- ---------
<S> <C> <C> <C>
ASSETS
Electric Utility Plant:
Production. . . . . . . . . . . . . . . . . . . $2,536,475 $2,536,475
Transmission. . . . . . . . . . . . . . . . . . 800,642 800,642
Distribution. . . . . . . . . . . . . . . . . . 833,848 833,848
General . . . . . . . . . . . . . . . . . . . . 184,038 184,038
Construction Work In Progress . . . . . . . . . 68,997 68,997
Total Electric Utility Plant. . . . . . 4,424,000 4,424,000
Accumulated Depreciation
and Amortization. . . . . . . . . . . . . . . 1,860,944 1,860,944
Net Electric Utility Plant. . . . . . . 2,563,056 2,563,056
Other Property and Investments* . . . . . . . . . 213,985 $(99,091) 114,894
Current Assets:
Cash and Cash Equivalents . . . . . . . . . . . 4,375 99,091 103,466
Accounts Receivable:
Customers . . . . . . . . . . . . . . . . . . 134,349 134,349
Affiliated Companies. . . . . . . . . . . . . 56,692 56,692
Miscellaneous . . . . . . . . . . . . . . . . 12,993 12,993
Allowance for Uncollectible Accounts. . . . . 1,392 1,392
Fuel. . . . . . . . . . . . . . . . . . . . . . 106,296 106,296
Materials and Supplies. . . . . . . . . . . . . 57,153 57,153
Accrued Utility Revenues. . . . . . . . . . . . 34,489 34,489
Prepayments . . . . . . . . . . . . . . . . . . 56,291 56,291
Total Current Assets. . . . . . . . . . 461,246 99,091 560,337
Regulatory Assets . . . . . . . . . . . . . . . . 488,797 488,797
Deferred Charges. . . . . . . . . . . . . . . . . 102,976 102,976
Total . . . . . . . . . . . . . . . . $3,830,060 $ - $3,830,060
* Includes Investments in Subsidiaries of $169,668,000 Per Books
and $70,584,000 Pro Forma.
The Pro Forma Adjustments are shown on Page 18 of these Financial Statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
FINANCIAL STATEMENTS PAGE 17
OHIO POWER COMPANY
BALANCE SHEET
March 31, 1996
(in thousands)
<CAPTION>
Pro Forma
Per Books Adjustments Pro Forma
--------- ----------- ---------
<S> <C> <C> <C>
CAPITALIZATION AND LIABILITIES
Capitalization:
Common Stock. . . . . . . . . . . . . . . . . . $ 321,201 $ 321,201
Paid-in Capital . . . . . . . . . . . . . . . . 459,520 459,520
Retained Earnings . . . . . . . . . . . . . . . 546,611 546,611
Total Common Shareholder's Equity . . . 1,327,332 1,327,332
Cumulative Preferred Stock:
Not Subject to Mandatory Redemption . . . . . 41,240 41,240
Subject to Mandatory Redemption . . . . . . . 115,000 115,000
Long-term Debt. . . . . . . . . . . . . . . . . 985,347 985,347
Total Capitalization. . . . . . . . . . 2,468,919 2,468,919
Other Noncurrent Liabilities. . . . . . . . . . . 112,521 112,521
Current Liabilities:
Long-term Debt Due Within One Year. . . . . . . 62,831 62,831
Short-term Debt . . . . . . . . . . . . . . . . 48,401 48,401
Accounts Payable. . . . . . . . . . . . . . . . 85,468 85,468
Taxes Accrued . . . . . . . . . . . . . . . . . 151,447 151,447
Interest Accrued. . . . . . . . . . . . . . . . 29,421 29,421
Obligations Under Capital Leases. . . . . . . . 10,200 10,200
Other . . . . . . . . . . . . . . . . . . . . . 50,278 50,278
Total Current Liabilities . . . . . . . 438,046 438,046
Deferred Income Taxes . . . . . . . . . . . . . . 690,319 690,319
Deferred Investment Tax Credits . . . . . . . . . 49,013 49,013
Deferred Credits. . . . . . . . . . . . . . . . . 71,242 71,242
Total . . . . . . . . . . . . . . . . $3,830,060 $3,830,060
The Pro Forma Adjustments are shown on Page 18 of these Financial Statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
FINANCIAL STATEMENTS PAGE 18
OHIO POWER COMPANY
BALANCE SHEET
March 31, 1996
PRO FORMA ADJUSTMENTS
<CAPTION>
Debit Credit
(in thousands)
<S> <C> <C>
1) Cash and Cash Equivalents $99,091
Other Property and Investments $99,091
To record the receipt of capital returned
and dividends paid by COCCo, SOCCo and WCCo.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
FINANCIAL STATEMENTS PAGE 18A
OHIO POWER COMPANY
STATEMENT OF INCOME
Twelve Months Ended March 31, 1996
PRO FORMA ADJUSTMENTS
<CAPTION>
Increase
(Decrease)
(in thousands)
<S> <C>
Operating Revenues $17,487
Fuel Expense 17,487
Equity in Earnings of Subsidiary Companies 12,419
To reflect the pro forma effects on fuel recovery
revenues and fuel expense and the pro forma changes
in equity in earnings of subsidiary companies
associated with the proposed transactions.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
FINANCIAL STATEMENTS PAGE 19
OHIO POWER COMPANY
STATEMENT OF INCOME
Twelve Months Ended March 31, 1996
(in thousands)
<CAPTION>
Pro Forma
Per Books Adjustments Pro Forma
--------- ----------- ---------
<S> <C> <C> <C>
Operating Revenues. . . . . . . . . . . . . . . . $1,919,428 $(17,487) $1,901,941
Operating Expenses:
Fuel and Purchased Power. . . . . . . . . . . . 754,921 (17,487) 737,434
Other Operation . . . . . . . . . . . . . . . . 350,217 350,217
Maintenance . . . . . . . . . . . . . . . . . . 138,371 138,371
Depreciation and Amortization . . . . . . . . . 136,228 136,228
Taxes Other Than Federal Income Taxes . . . . . 166,913 166,913
Federal Income Taxes. . . . . . . . . . . . . . 97,988 97,988
Total Operating Expenses. . . . . . . . . . 1,644,638 (17,487) 1,627,151
Operating Income. . . . . . . . . . . . . . . . . 274,790 - 274,790
Nonoperating Income:
Equity in Earnings of Subsidiary Companies. . . 14,324 (12,419) 1,905
Other . . . . . . . . . . . . . . . . . . . . . 7,351 7,351
Total Nonoperating Income . . . . . . . . . 21,675 (12,419) 9,256
Income Before Interest Charges. . . . . . . . . . 296,465 (12,419) 284,046
Interest Charges. . . . . . . . . . . . . . . . . 88,224 88,224
Net Income. . . . . . . . . . . . . . . . . . . . 208,241 (12,419) 195,822
Preferred Stock Dividend Requirements . . . . . . 13,083 13,083
Earnings Applicable to Common Stock . . . . . . . $ 195,158 $(12,419) $ 182,739
The Pro Forma Adjustments are shown on Page 18A of these Financial Statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
FINANCIAL STATEMENTS PAGE 20
OHIO POWER COMPANY
STATEMENT OF RETAINED EARNINGS
TWELVE MONTHS ENDED MARCH 31, 1996
(in thousands)
<S> <C>
Balance at Beginning of Period. . . . . . . . . . . . . . . . . . . $492,248
Net Income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 208,241
Deductions:
Cash Dividends Declared:
Common Stock. . . . . . . . . . . . . . . . . . . . . . . . . . 140,285
Cumulative Preferred Stock. . . . . . . . . . . . . . . . . . . 13,434
Capital Stock Expense . . . . . . . . . . . . . . . . . . . . . . 159
Balance at End of Period. . . . . . . . . . . . . . . . . . . . . . $546,611
</TABLE>
<PAGE>
<PAGE>
<TABLE>
FINANCIAL STATEMENTS PAGE 21
AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES
C0NSOLIDATED BALANCE SHEET
March 31, 1996
(in thousands)
<CAPTION>
Pro Forma
Per Books Adjustments Pro Forma
--------- ----------- ---------
<S> <C> <C> <C>
ASSETS
Electric Utility Plant:
Production. . . . . . . . . . . . . . . . . . . $ 9,257,733 $ 9,257,733
Transmission. . . . . . . . . . . . . . . . . . 3,329,719 3,329,719
Distribution. . . . . . . . . . . . . . . . . . 4,217,602 4,217,602
General
(including mining assets & nuclear fuel). . . 1,489,894 1,489,894
Construction Work In Progress . . . . . . . . . 293,901 293,901
Total Electric Utility Plant. . . . . . 18,588,849 18,588,849
Accumulated Depreciation
and Amortization. . . . . . . . . . . . . . . 7,232,739 7,232,739
Net Electric Utility Plant. . . . . . . 11,356,110 11,356,110
Other Property and Investments. . . . . . . . . . 838,245 838,245
Current Assets:
Cash and Cash Equivalents . . . . . . . . . . . 189,421 $61,000 250,421
Accounts Receivable (net) . . . . . . . . . . . 546,047 546,047
Fuel. . . . . . . . . . . . . . . . . . . . . . 246,217 246,217
Materials and Supplies. . . . . . . . . . . . . 247,949 247,949
Accrued Utility Revenues. . . . . . . . . . . . 163,533 163,533
Prepayments and Other . . . . . . . . . . . . . 150,671 150,671
Total Current Assets. . . . . . . . . . 1,543,838 61,000 1,604,838
Regulatory Assets . . . . . . . . . . . . . . . . 1,948,635 1,948,635
Deferred Charges. . . . . . . . . . . . . . . . . 298,978 298,978
Total . . . . . . . . . . . . . . . . $15,985,806 $61,000 $16,046,806
The Pro Forma Adjustments are shown on Page 23 of these Financial Statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
FINANCIAL STATEMENTS PAGE 22
AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES
C0NSOLIDATED BALANCE SHEET
March 31, 1996
(in thousands)
<CAPTION>
Pro Forma
Per Books Adjustments Pro Forma
--------- ----------- ---------
<S> <C> <C> <C>
CAPITALIZATION AND LIABILITIES
Capitalization:
Common Stock. . . . . . . . . . . . . . . . . . $ 1,273,845 $ 1,273,845
Paid-in Capital . . . . . . . . . . . . . . . . 1,671,237 1,671,237
Retained Earnings . . . . . . . . . . . . . . . 1,477,852 1,477,852
Total Common Shareholders' Equity . . . 4,422,934 4,422,934
Cumulative Preferred Stocks of Subsidiaries:
Not Subject to Mandatory Redemption . . . . . 118,240 118,240
Subject to Mandatory Redemption . . . . . . . 515,085 515,085
Long-term Debt. . . . . . . . . . . . . . . . . 4,811,799 $57,213 4,869,012
Total Capitalization. . . . . . . . . . 9,868,058 57,213 9,925,271
Other Noncurrent Liabilities. . . . . . . . . . . 932,343 932,343
Current Liabilities:
Preferred Stock and Long-term Debt
Due Within One Year . . . . . . . . . . . . . 368,467 3,787 372,254
Short-term Debt . . . . . . . . . . . . . . . . 165,176 165,176
Accounts Payable. . . . . . . . . . . . . . . . 185,525 185,525
Taxes Accrued . . . . . . . . . . . . . . . . . 471,034 471,034
Interest Accrued. . . . . . . . . . . . . . . . 124,840 124,840
Obligations Under Capital Leases. . . . . . . . 98,568 98,568
Other . . . . . . . . . . . . . . . . . . . . . 309,557 309,557
Total Current Liabilities . . . . . . . 1,723,167 3,787 1,726,954
Deferred Income Taxes . . . . . . . . . . . . . . 2,640,925 2,640,925
Deferred Investment Tax Credits . . . . . . . . . 424,117 424,117
Deferred Gain on Sale and Leaseback -
Rockport Plant Unit 2 . . . . . . . . . . . . . 247,556 247,556
Deferred Credits. . . . . . . . . . . . . . . . . 149,640 149,640
Total . . . . . . . . . . . . . . . . $15,985,806 $61,000 $16,046,806
The Pro Forma Adjustments are shown on Page 23 of these Financial Statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
FINANCIAL STATEMENTS PAGE 23
AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES
C0NSOLIDATED BALANCE SHEET
March 31, 1996
PRO FORMA ADJUSTMENTS
<CAPTION>
Debit Credit
(in thousands)
<S> <C> <C>
1) Cash and Cash Equivalents $61,000
Long-term Debt $57,213
Long-term Debt Due Within One Year 3,787
To record the sale and leaseback of
SOCCo's and WCCo's coal preparation plants.
In accordance with SFAS 98, "Accounting
for Leases," a sale and leaseback is not
recorded for accounting purposes.
Estimates of proceeds from sale and leaseback
and classification of long-term and short-term
portions of finance obligation assumed solely
for these pro forma financial statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
FINANCIAL STATEMENTS PAGE 23A
AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES
C0NSOLIDATED STATEMENT OF INCOME
Twelve Months Ended March 31, 1996
PRO FORMA ADJUSTMENTS
<CAPTION> Increase
(Decrease)
(in thousands)
<S> <C>
Operating Revenues $(17,487)
Fuel Expense 1,619
Federal Income Taxes (6,687)
To reflect the pro forma changes in operating
revenues and operating expenses associated with
the proposed transactions and the related
federal income tax effect.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
FINANCIAL STATEMENTS PAGE 24
AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES
C0NSOLIDATED STATEMENT OF INCOME
Twelve Months Ended March 31, 1996
(in thousands, except per share amounts)
<CAPTION>
Pro Forma
Per Books Adjustments Pro Forma
--------- ----------- ---------
<S> <C> <C> <C>
Operating Revenues. . . . . . . . . . . . . . . . $5,771,942 $(17,487) $5,754,455
Operating Expenses:
Fuel and Purchased Power. . . . . . . . . . . . 1,654,521 1,619 1,656,140
Other Operation . . . . . . . . . . . . . . . . 1,225,914 1,225,914
Maintenance . . . . . . . . . . . . . . . . . . 516,640 516,640
Depreciation and Amortization . . . . . . . . . 594,956 594,956
Taxes Other Than Federal Income Taxes . . . . . 487,376 487,376
Federal Income Taxes. . . . . . . . . . . . . . 293,422 (6,687) 286,735
Total Operating Expenses. . . . . . . . . . 4,772,829 (5,068) 4,767,761
Operating Income . . . . . . . . . . . . . . . . 999,113 (12,419) 986,694
Nonoperating Income . . . . . . . . . . . . . . . 14,279 14,279
Income Before Interest Charges
and Preferred Dividends . . . . . . . . . . . . 1,013,392 (12,419) 1,000,973
Interest Charges. . . . . . . . . . . . . . . . . 399,628 399,628
Preferred Stock Dividend
Requirements of Subsidiaries. . . . . . . . . . 51,699 51,699
Net Income . . . . . . . . . . . . . . . . . . . $ 562,065 $(12,419) $ 549,646
Average Number of Shares Outstanding. . . . . . . 186,198 186,198
Earnings Per Share . . . . . . . . . . . . . . . $3.02 $2.95
Cash Dividends Paid Per Share . . . . . . . . . . $2.40 $2.40
The Pro Forma Adjustments are shown on Page 23A of these Financial Statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
FINANCIAL STATEMENTS PAGE 25
AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES
C0NSOLIDATED STATEMENT OF RETAINED EARNINGS
TWELVE MONTHS ENDED MARCH 31, 1996
(in thousands)
<S> <C>
Balance at Beginning of Period. . . . . . . . . . . . . . . . . . . . $1,362,170
Net Income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 562,065
Deductions:
Cash Dividends Declared . . . . . . . . . . . . . . . . . . . . . . 446,671
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (288)
Balance at End of Period. . . . . . . . . . . . . . . . . . . . . . . $1,477,852
</TABLE>
<PAGE>
Addendum 1
To Financial
Statements
Page 1 of 3
Central Ohio Coal Company
Summary of Effect of Payment of Special Dividend
(in thousands)
Estimated Cash Available for Equity Liquidation $19,969
I. SOURCES OF FUND. . .
A. Reduction in Return on TCI(1) Credited to Ohio Power:
Est. Accrued TCI Funds Used for
Payment of Special Dividend $19,969
x Approximate Return on TCI 5%
= TOTAL COSTS $998
II. USES OF FUNDS. . .
A. Reduction in Return Billed by COCCo to Ohio Power:
For the period April 1, 1995 to December 31, 1995:
Pro Rata Portion for
Equity Annual Annual Nine Months Ended
Layer Payment x Rate = Return December 31, 1995
1 ($ 7,343) 14.34% ($1,053) ($ 790)
2 (6,431) 13.01% (837) (628)
3 (6,188) 12.37% (765) (573)
Total ($19,962) ($2,655) ($1,991)
For the period January 1, 1996 to March 31, 1996:
Pro Rata Portion for
Equity Annual Annual Three Months Ended
Layer Payment x Rate = Return March 31, 1996
1 ($ 7,343) 12.81% ($ 941) ($235)
2 (6,431) 11.90% (765) (191)
3 (6,188) 11.26% (697) (174)
Total ($19,962) ($2,403) ($601)
Reduction in Return Billed by COCCo to
Ohio Power for the 12 months ended March 31, 1996: ($2,592)
B. Reduction in FIT Re: Return on Equity Layers:
Reduction in Annual Return ($2,592)
x Federal and State Tax Gross-up(2) 0.69062
= Annual Reduction in Fed. & State Taxes ($1,791)
TOTAL CREDITS (A + B) ($4,383)
I & II. ANNUAL NET COST/(SAVINGS) DUE TO PAYMENT
OF SPECIAL DIVIDEND ($3,385)
(1) Temporary Cash Investment includes cash to be generated from operations
over the next three years.
(2) Gross-up = FIT + (1-FIT) x SIT
(1-FIT) x (1-SIT)<PAGE>
<PAGE>
Addendum 1
To Financial
Statements
Page 2 of 3
Southern Ohio Coal Company
Summary of Effect of Payment of Special Dividend
(in thousands)
Estimated Cash Available for Equity Liquidation $68,000
I. SOURCES OF FUND. . .
A. Lease Payment, Net:
Est. Lease Financing Proceeds Used for
Payment of Special Dividend $50,000
x Approximate Annual Lease Rate(1) 14.638%
= Annual Lease Payment $ 7,319
Less:
Reduction in Annual Depreciation Expense
Resulting From Lease Financing
of SOCCo Plant (4,353)
= Annual Lease Payments, Net of
Eliminated Depreciation 2,966
B. Reduction in Return on TCI(2) Credited to Ohio Power:
Est. Accrued TCI Funds Used for
Payment of Special Dividend $18,000
x Approximate Return on TCI 5%
= Annual TCI Reduction $900
TOTAL COSTS (A + B) $3,866
II. USES OF FUNDS. . .
A. Reduction in Return Billed by SOCCo - Meigs Division
to Ohio Power:
Equity Annual Annual
Layer Payment(3) x Rate = Return
1 ($48,514) 12.11% ($5,875)
2 (3,704) 12.04% (446)
3 (15,782) 13.58% (2,143)
Total ($68,000) ($8,464)
B. Reduction in FIT Re: Return on Equity Layers:
Reduction in Annual Return ($8,464)
x Federal and State Tax Gross-up(4) 0.69062
= Annual Reduction in Fed. & State Taxes ($5,845)
TOTAL COSTS (A + B) ($14,309)
I & II. ANNUAL NET COST/(SAVINGS) DUE TO
PAYMENT OF SPECIAL DIVIDEND ($10,443)
(1) Reflects capital lease rate assuming a 10-year term, semi-annual payments,
and a 7.88% inherent debt rate.
(2) Temporary Cash Investment includes cash to be generated from operations
over the next two years.
(3) Dividend payment first applied to reduce highest-cost layers
(4) Gross-up = FIT + (1-FIT) x SIT
(1-FIT) x (1-SIT)<PAGE>
<PAGE>
Addendum 1
To Financial
Statements
Page 3 of 3
Windsor Coal Company
Summary of Effect of Payment of Special Dividend
(in thousands)
Estimated Cash Available for Equity Liquidation(1) $11,048
I. SOURCES OF FUND. . .
A. Lease Payment, Net:
Lease Financing Proceeds Used for
Payment of Special Dividend $11,000
x Approximate Annual Lease Rate(2) 10.651%
= Annual Lease Payment $ 1,172
Less:
Reduction in Annual Depreciation Expense
Resulting From Lease Financing
of Windsor Plant (629)
= Annual Lease Payments, Net of
Eliminated Depreciation 543
B. Reduction in Return on TCI(2) Credited to Ohio Power:
Accrued TCI Funds Used for
Payment of Special Dividend $48
x Approximate Return on TCI 5%
= Annual TCI Reduction $ 2
TOTAL COSTS (A + B) $545
II. USES OF FUNDS. . .
A. Reduction in Return Billed by WCCo to Ohio Power:
Equity Annual Annual
Layer Payment(3) x Rate = Return
1 ($ 8,931) 12.04% ($1,075)
2 (2,117) 13.58% (288)
Total ($11,048) ($1,363)
B. Reduction in FIT Re: Return on Equity Layers:
Reduction in Annual Return ($1,363)
x Federal and State Tax Gross-up(4) 0.69062
= Annual Reduction in Fed. & State Taxes ($ 941)
TOTAL COSTS (A + B) ($2,304)
I & II. ANNUAL NET COST/(SAVINGS) DUE TO
PAYMENT OF SPECIAL DIVIDEND ($1,759)
(1) Includes $172,000 associated with Excess of Acquisition Cost Over Net Book
Value remaining on Ohio Power's balance sheet.
(2) Reflects capital lease rate assuming an 18-year term, semi-annual
payments, and an 8.10% inherent debt rate.
(3) Temporary Cash Investment includes cash to be generated from operations
over the next two years.
(4) Gross-up = FIT + (1-FIT) x SIT
(1-FIT) x (1-SIT)
<PAGE>
Schedule 1
Amendment No.3
7/22/96
Value of Assets Owned As of 3/31/96
Net Book Value Less Adjusted
as of 3/31/96 Prep Plant Sale Balance
SOCCo
Surface Land and Right $ 7,386,455 $ 7,386,455
Minerals and Rights 3,981,270 3,981,270
Development Costs 82,674,803 82,674,803
Depreciable Assets:
Mobile 644,226 $ 103,819 540,407
Structures 54,193,175 34,645,375 19,547,800
Total Depreciable 54,837,401 34,749,194 20,088,207
C.W.I.P. 0 0
TOTAL $148,879,929 $34,749,194 $114,130,735
COCCo
Surface Land and Right $ 323,842 $ 323,842
Minerals and Rights 7,021,070 7,021,070
Leasehold Improvements 186,244 186,244
Depreciable Assets:
Mobile 483,402 483,402
Structures 3,796,285 3,796,285
Total Depreciable 4,279,687 4,279,687
C.W.I.P. 2,059 2,059
TOTAL $11,812,902 -0- $11,812,902
Windsor
Surface Land and Right $ 638,220 $ 638,220
Minerals and Rights 1,916,442 1,916,442
Development Costs 5,828,380 5,828,380
Depreciable Assets:
Mobile 178,850 $ 1,496 177,354
Structures 13,378,732 9,854,573 3,524,159
Total Depreciable 13,557,582 9,856,069 3,701,513
C.W.I.P. 124,417 124,417
TOTAL $22,065,041 $9,856,069 $12,208,972
<PAGE>
<PAGE>
Addendix A
Amendment No.6
2/6/96
Ohio Power Company
Rate of Return on Investments
After-Tax
Capitalization Percent Effective Weighted
Component at 3/31/96 of Total Cost Rate of Return
(000)
Long-Term Debt $1,025,090 (a) 41.25% 7.48% (c) 3.09%
Preferred Stock 156,240 6.29% 5.71% (c) 0.36%
Common Stock 1,303,863 (b) 52.46% 12.81% (d) 6.72%
Total $2,485,193 100.00% 10.17%
(a) Includes Long-Term Debt due in one-year and is net of unamortized debt
premium and discount, unamortized debt expense, and the unamortized loss on
reacquired debt.
(b) Common Equity includes the premium on preferred stock and excludes
undistributed subsidiary earnings.
(c) Embedded Cost at 12/31/95.
(d) The rate allowed by the PUCO in a retail rate settlement approved in March
1995.
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 0000018713
<NAME> CENTRAL OHIO COAL COMPANY
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 23,977
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 39,556
<TOTAL-DEFERRED-CHARGES> 17,526
<OTHER-ASSETS> 2,368
<TOTAL-ASSETS> 83,427
<COMMON> 6,900
<CAPITAL-SURPLUS-PAID-IN> 13,069
<RETAINED-EARNINGS> 7
<TOTAL-COMMON-STOCKHOLDERS-EQ> 19,976
0
0
<LONG-TERM-DEBT-NET> 1,864
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 104
0
<CAPITAL-LEASE-OBLIGATIONS> 8,335
<LEASES-CURRENT> 3,361
<OTHER-ITEMS-CAPITAL-AND-LIAB> 49,787
<TOT-CAPITALIZATION-AND-LIAB> 83,427
<GROSS-OPERATING-REVENUE> 63,146
<INCOME-TAX-EXPENSE> 1,681
<OTHER-OPERATING-EXPENSES> 60,868
<TOTAL-OPERATING-EXPENSES> 62,549
<OPERATING-INCOME-LOSS> 597
<OTHER-INCOME-NET> 2,051
<INCOME-BEFORE-INTEREST-EXPEN> 2,648
<TOTAL-INTEREST-EXPENSE> 55
<NET-INCOME> 2,593
0
<EARNINGS-AVAILABLE-FOR-COMM> 2,593
<COMMON-STOCK-DIVIDENDS> 2,586
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 23,455
<EPS-PRIMARY> 0 <F1>
<EPS-DILUTED> 0 <F1>
<FN>
<F1> All common stock owned by parent company; no EPS required.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 0000018713
<NAME> CENTRAL OHIO COAL COMPANY
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1996
<BOOK-VALUE> PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 23,977
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 19,587
<TOTAL-DEFERRED-CHARGES> 17,526
<OTHER-ASSETS> 2,368
<TOTAL-ASSETS> 63,458
<COMMON> 7
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 0
<TOTAL-COMMON-STOCKHOLDERS-EQ> 7
0
0
<LONG-TERM-DEBT-NET> 1,864
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 104
0
<CAPITAL-LEASE-OBLIGATIONS> 8,335
<LEASES-CURRENT> 3,361
<OTHER-ITEMS-CAPITAL-AND-LIAB> 49,787
<TOT-CAPITALIZATION-AND-LIAB> 63,458
<GROSS-OPERATING-REVENUE> 58,763
<INCOME-TAX-EXPENSE> (110)
<OTHER-OPERATING-EXPENSES> 60,868
<TOTAL-OPERATING-EXPENSES> 60,758
<OPERATING-INCOME-LOSS> (1,995)
<OTHER-INCOME-NET> 2,051
<INCOME-BEFORE-INTEREST-EXPEN> 56
<TOTAL-INTEREST-EXPENSE> 55
<NET-INCOME> 1
0
<EARNINGS-AVAILABLE-FOR-COMM> 1
<COMMON-STOCK-DIVIDENDS> 2,586
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 23,455
<EPS-PRIMARY> 0 <F1>
<EPS-DILUTED> 0 <F1>
<FN>
<F1> All common stock owned by parent company; no EPS required.
</FN>
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 0000310339
<NAME> SOUTHERN OHIO COAL COMPANY
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 182,887
<OTHER-PROPERTY-AND-INVEST> 62,997
<TOTAL-CURRENT-ASSETS> 65,496
<TOTAL-DEFERRED-CHARGES> 3,569
<OTHER-ASSETS> 62,178
<TOTAL-ASSETS> 377,127
<COMMON> 5
<CAPITAL-SURPLUS-PAID-IN> 112,689
<RETAINED-EARNINGS> 23,199
<TOTAL-COMMON-STOCKHOLDERS-EQ> 135,893
0
0
<LONG-TERM-DEBT-NET> 61,681
<SHORT-TERM-NOTES> 3,500
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 20,000
0
<CAPITAL-LEASE-OBLIGATIONS> 23,446
<LEASES-CURRENT> 10,561
<OTHER-ITEMS-CAPITAL-AND-LIAB> 122,046
<TOT-CAPITALIZATION-AND-LIAB> 377,127
<GROSS-OPERATING-REVENUE> 193,453
<INCOME-TAX-EXPENSE> 7,910
<OTHER-OPERATING-EXPENSES> 169,620
<TOTAL-OPERATING-EXPENSES> 177,530
<OPERATING-INCOME-LOSS> 15,923
<OTHER-INCOME-NET> 317
<INCOME-BEFORE-INTEREST-EXPEN> 16,240
<TOTAL-INTEREST-EXPENSE> 5,872
<NET-INCOME> 10,368
0
<EARNINGS-AVAILABLE-FOR-COMM> 10,368
<COMMON-STOCK-DIVIDENDS> 12,961
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 32,302
<EPS-PRIMARY> 0 <F1>
<EPS-DILUTED> 0 <F1>
<FN>
<F1> All common stock owned by parent company; no EPS required.
</FN>
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 0000310339
<NAME> SOUTHERN OHIO COAL COMPANY
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1996
<BOOK-VALUE> PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 182,887
<OTHER-PROPERTY-AND-INVEST> 62,997
<TOTAL-CURRENT-ASSETS> 47,496
<TOTAL-DEFERRED-CHARGES> 3,569
<OTHER-ASSETS> 62,178
<TOTAL-ASSETS> 359,127
<COMMON> 5
<CAPITAL-SURPLUS-PAID-IN> 44,689
<RETAINED-EARNINGS> 23,199
<TOTAL-COMMON-STOCKHOLDERS-EQ> 67,893
0
0
<LONG-TERM-DEBT-NET> 108,181
<SHORT-TERM-NOTES> 3,500
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 23,500
0
<CAPITAL-LEASE-OBLIGATIONS> 23,446
<LEASES-CURRENT> 10,561
<OTHER-ITEMS-CAPITAL-AND-LIAB> 122,046
<TOT-CAPITALIZATION-AND-LIAB> 359,127
<GROSS-OPERATING-REVENUE> 182,110
<INCOME-TAX-EXPENSE> 2,065
<OTHER-OPERATING-EXPENSES> 172,586
<TOTAL-OPERATING-EXPENSES> 174,651
<OPERATING-INCOME-LOSS> 7,459
<OTHER-INCOME-NET> 317
<INCOME-BEFORE-INTEREST-EXPEN> 7,776
<TOTAL-INTEREST-EXPENSE> 5,872
<NET-INCOME> 1,904
0
<EARNINGS-AVAILABLE-FOR-COMM> 1,904
<COMMON-STOCK-DIVIDENDS> 12,961
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 32,302
<EPS-PRIMARY> 0 <F1>
<EPS-DILUTED> 0 <F1>
<FN>
<F1> All common stock owned by parent company; no EPS required.
</FN>
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 0000107604
<NAME> WINDSOR COAL COMPANY
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 33,777
<OTHER-PROPERTY-AND-INVEST> 18
<TOTAL-CURRENT-ASSETS> 8,870
<TOTAL-DEFERRED-CHARGES> 80
<OTHER-ASSETS> 5,595
<TOTAL-ASSETS> 48,340
<COMMON> 406
<CAPITAL-SURPLUS-PAID-IN> 10,470
<RETAINED-EARNINGS> 246
<TOTAL-COMMON-STOCKHOLDERS-EQ> 11,122
0
0
<LONG-TERM-DEBT-NET> 8,363
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 570
0
<CAPITAL-LEASE-OBLIGATIONS> 1,849
<LEASES-CURRENT> 908
<OTHER-ITEMS-CAPITAL-AND-LIAB> 25,528
<TOT-CAPITALIZATION-AND-LIAB> 48,340
<GROSS-OPERATING-REVENUE> 48,141
<INCOME-TAX-EXPENSE> 1,507
<OTHER-OPERATING-EXPENSES> 45,325
<TOTAL-OPERATING-EXPENSES> 46,832
<OPERATING-INCOME-LOSS> 1,309
<OTHER-INCOME-NET> 68
<INCOME-BEFORE-INTEREST-EXPEN> 1,377
<TOTAL-INTEREST-EXPENSE> 14
<NET-INCOME> 1,363
0
<EARNINGS-AVAILABLE-FOR-COMM> 1,363
<COMMON-STOCK-DIVIDENDS> 2,841
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 6,894
<EPS-PRIMARY> 0 <F1>
<EPS-DILUTED> 0 <F1>
<FN>
<F1> All common stock owned by parent company; no EPS required.
</FN>
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 0000107604
<NAME> WINDSOR COAL COMPANY
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1996
<BOOK-VALUE> PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 33,777
<OTHER-PROPERTY-AND-INVEST> 18
<TOTAL-CURRENT-ASSETS> 8,748
<TOTAL-DEFERRED-CHARGES> 80
<OTHER-ASSETS> 5,595
<TOTAL-ASSETS> 48,218
<COMMON> 0
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 0
<TOTAL-COMMON-STOCKHOLDERS-EQ> 0
0
0
<LONG-TERM-DEBT-NET> 19,076
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 857
0
<CAPITAL-LEASE-OBLIGATIONS> 1,849
<LEASES-CURRENT> 908
<OTHER-ITEMS-CAPITAL-AND-LIAB> 25,528
<TOT-CAPITALIZATION-AND-LIAB> 48,218
<GROSS-OPERATING-REVENUE> 46,380
<INCOME-TAX-EXPENSE> 566
<OTHER-OPERATING-EXPENSES> 45,868
<TOTAL-OPERATING-EXPENSES> 46,434
<OPERATING-INCOME-LOSS> (54)
<OTHER-INCOME-NET> 68
<INCOME-BEFORE-INTEREST-EXPEN> 14
<TOTAL-INTEREST-EXPENSE> 14
<NET-INCOME> 0
0
<EARNINGS-AVAILABLE-FOR-COMM> 0
<COMMON-STOCK-DIVIDENDS> 2,841
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 6,894
<EPS-PRIMARY> 0 <F1>
<EPS-DILUTED> 0 <F1>
<FN>
<F1> All common stock owned by parent company; no EPS required.
</FN>
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 0000073986
<NAME> OHIO POWER COMPANY
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 2,563,056
<OTHER-PROPERTY-AND-INVEST> 213,985
<TOTAL-CURRENT-ASSETS> 461,246
<TOTAL-DEFERRED-CHARGES> 102,976
<OTHER-ASSETS> 488,797
<TOTAL-ASSETS> 3,830,060
<COMMON> 321,201
<CAPITAL-SURPLUS-PAID-IN> 459,520
<RETAINED-EARNINGS> 546,611
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,327,332
115,000
41,240
<LONG-TERM-DEBT-NET> 985,347
<SHORT-TERM-NOTES> 28,650
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 19,751
<LONG-TERM-DEBT-CURRENT-PORT> 62,831
0
<CAPITAL-LEASE-OBLIGATIONS> 75,115
<LEASES-CURRENT> 10,200
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,164,594
<TOT-CAPITALIZATION-AND-LIAB> 3,830,060
<GROSS-OPERATING-REVENUE> 1,919,428
<INCOME-TAX-EXPENSE> 99,537
<OTHER-OPERATING-EXPENSES> 1,545,101
<TOTAL-OPERATING-EXPENSES> 1,644,638
<OPERATING-INCOME-LOSS> 274,790
<OTHER-INCOME-NET> 21,675
<INCOME-BEFORE-INTEREST-EXPEN> 296,465
<TOTAL-INTEREST-EXPENSE> 88,224
<NET-INCOME> 208,241
13,083
<EARNINGS-AVAILABLE-FOR-COMM> 195,158
<COMMON-STOCK-DIVIDENDS> 140,285
<TOTAL-INTEREST-ON-BONDS> 60,120
<CASH-FLOW-OPERATIONS> 351,773
<EPS-PRIMARY> 0 <F1>
<EPS-DILUTED> 0 <F1>
<FN>
<F1> All common stock owned by parent company; no EPS required.
</FN>
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 0000073986
<NAME> OHIO POWER COMPANY
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1996
<BOOK-VALUE> PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 2,563,056
<OTHER-PROPERTY-AND-INVEST> 114,894
<TOTAL-CURRENT-ASSETS> 560,337
<TOTAL-DEFERRED-CHARGES> 102,976
<OTHER-ASSETS> 488,797
<TOTAL-ASSETS> 3,830,060
<COMMON> 321,201
<CAPITAL-SURPLUS-PAID-IN> 459,520
<RETAINED-EARNINGS> 546,611
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,327,332
115,000
41,240
<LONG-TERM-DEBT-NET> 985,347
<SHORT-TERM-NOTES> 28,650
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 19,751
<LONG-TERM-DEBT-CURRENT-PORT> 62,831
0
<CAPITAL-LEASE-OBLIGATIONS> 75,115
<LEASES-CURRENT> 10,200
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,164,594
<TOT-CAPITALIZATION-AND-LIAB> 3,830,060
<GROSS-OPERATING-REVENUE> 1,901,941
<INCOME-TAX-EXPENSE> 99,537
<OTHER-OPERATING-EXPENSES> 1,527,614
<TOTAL-OPERATING-EXPENSES> 1,627,151
<OPERATING-INCOME-LOSS> 274,790
<OTHER-INCOME-NET> 9,256
<INCOME-BEFORE-INTEREST-EXPEN> 284,046
<TOTAL-INTEREST-EXPENSE> 88,224
<NET-INCOME> 195,822
13,083
<EARNINGS-AVAILABLE-FOR-COMM> 182,739
<COMMON-STOCK-DIVIDENDS> 140,285
<TOTAL-INTEREST-ON-BONDS> 60,120
<CASH-FLOW-OPERATIONS> 351,773
<EPS-PRIMARY> 0 <F1>
<EPS-DILUTED> 0 <F1>
<FN>
<F1> All common stock owned by parent company; no EPS required.
</FN>
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 0000004904
<NAME> AMERICAN ELECTRIC POWER COMPANY, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 11,356,110
<OTHER-PROPERTY-AND-INVEST> 838,245
<TOTAL-CURRENT-ASSETS> 1,543,838
<TOTAL-DEFERRED-CHARGES> 298,978
<OTHER-ASSETS> 1,948,635
<TOTAL-ASSETS> 15,985,806
<COMMON> 1,273,845
<CAPITAL-SURPLUS-PAID-IN> 1,671,237
<RETAINED-EARNINGS> 1,477,852
<TOTAL-COMMON-STOCKHOLDERS-EQ> 4,422,934
515,085
118,240
<LONG-TERM-DEBT-NET> 4,811,799
<SHORT-TERM-NOTES> 91,100
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 74,076
<LONG-TERM-DEBT-CURRENT-PORT> 338,317
30,150
<CAPITAL-LEASE-OBLIGATIONS> 327,214
<LEASES-CURRENT> 98,568
<OTHER-ITEMS-CAPITAL-AND-LIAB> 5,158,323
<TOT-CAPITALIZATION-AND-LIAB> 15,985,806
<GROSS-OPERATING-REVENUE> 5,771,942
<INCOME-TAX-EXPENSE> 310,555
<OTHER-OPERATING-EXPENSES> 4,462,274
<TOTAL-OPERATING-EXPENSES> 4,772,829
<OPERATING-INCOME-LOSS> 999,113
<OTHER-INCOME-NET> 14,279
<INCOME-BEFORE-INTEREST-EXPEN> 1,013,392
<TOTAL-INTEREST-EXPENSE> 399,628
<NET-INCOME> 562,065
51,699 <F1>
<EARNINGS-AVAILABLE-FOR-COMM> 562,065
<COMMON-STOCK-DIVIDENDS> 446,671
<TOTAL-INTEREST-ON-BONDS> 270,714
<CASH-FLOW-OPERATIONS> 1,134,948
<EPS-PRIMARY> $3.02
<EPS-DILUTED> $3.02
<FN>
<F1>Represents preferred stock dividend requirements of
subsidiaries; deducted before computation of net income.
</FN>
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 0000004904
<NAME> AMERICAN ELECTRIC POWER COMPANY, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1996
<BOOK-VALUE> PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 11,356,110
<OTHER-PROPERTY-AND-INVEST> 838,245
<TOTAL-CURRENT-ASSETS> 1,604,838
<TOTAL-DEFERRED-CHARGES> 298,978
<OTHER-ASSETS> 1,948,635
<TOTAL-ASSETS> 16,046,806
<COMMON> 1,273,845
<CAPITAL-SURPLUS-PAID-IN> 1,671,237
<RETAINED-EARNINGS> 1,477,852
<TOTAL-COMMON-STOCKHOLDERS-EQ> 4,422,934
515,085
118,240
<LONG-TERM-DEBT-NET> 4,869,012
<SHORT-TERM-NOTES> 91,100
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 74,076
<LONG-TERM-DEBT-CURRENT-PORT> 342,104
30,150
<CAPITAL-LEASE-OBLIGATIONS> 327,214
<LEASES-CURRENT> 98,568
<OTHER-ITEMS-CAPITAL-AND-LIAB> 5,158,323
<TOT-CAPITALIZATION-AND-LIAB> 16,046,806
<GROSS-OPERATING-REVENUE> 5,754,455
<INCOME-TAX-EXPENSE> 303,868
<OTHER-OPERATING-EXPENSES> 4,463,893
<TOTAL-OPERATING-EXPENSES> 4,767,761
<OPERATING-INCOME-LOSS> 986,694
<OTHER-INCOME-NET> 14,279
<INCOME-BEFORE-INTEREST-EXPEN> 1,000,973
<TOTAL-INTEREST-EXPENSE> 399,628
<NET-INCOME> 549,646
51,699 <F1>
<EARNINGS-AVAILABLE-FOR-COMM> 549,646
<COMMON-STOCK-DIVIDENDS> 446,671
<TOTAL-INTEREST-ON-BONDS> 270,714
<CASH-FLOW-OPERATIONS> 1,134,948
<EPS-PRIMARY> $2.95
<EPS-DILUTED> $2.95
<FN>
<F1>Represents preferred stock dividend requirements of
subsidiaries; deducted before computation of net income.
</FN>
</TABLE>
