SOUTHERN OHIO COAL CO
U-6B-2, 1998-07-31
BITUMINOUS COAL & LIGNITE SURFACE MINING
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                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.


                                   FORM U-6B-2


                           CERTIFICATE OF NOTIFICATION


Filed by a registered  holding  company or subsidiary  thereof pursuant to 
Rule 52 adopted under the Public Utility Holding Company Act of 1935.



Certificate  is filed by Southern Ohio Coal Company,  a subsidiary of Ohio Power
Company,  which  is a public  utility  subsidiary  of  American  Electric  Power
Company, a registered holding company.



                  This  Certificate is notice that the  above-named  company has
issued, renewed or guaranteed the security or securities described herein, which
issue,  renewal or guaranty was exempted from the  provisions of Section 6(a) of
the Act by the provisions of Section 6(b) of the Act and was neither the subject
of a Declaration or  Application on Form U-1, nor included  within the exemption
provided by Rule U-48.



1.   Type of security or securities.

                  Promissory note.

2.   Issue, renewal or guaranty.

                  Issuance

3.   Principal amount of each security.

                  $9,000,000

4.   Rate of interest per annum of each security:

                  5.92%

5.   Date of issue, renewal or guaranty of each security.

                  July 21, 1998

6.   If renewal of security, give date of original issue.

                  N/A

7.   Date of maturity of each security.

                  September 30, 1998

8.   Name of persons to whom each security was issued, renewed or guaranteed.

                  Ohio Power Company, the parent of Southern Ohio Coal Company

9.   Collateral given with each security.

                  None.

10.  Consideration received for each security.

                  $9,000,000

11.  Application of proceeds of each security.

          The  proceeds  from the  note  are to be used to pay
          existing obligations.

12.  Indicate by a check after the  applicable  statement  below whether the
     issue,  renewal  or  guaranty  of each  security  was  exempt  from the
     provision of Section 6(a) because of:

     (a)      the provisions contained in the first sentence of 
              Section 6(b).

     (b)      the provisions contained in the fourth sentence of 
              Section 6(b).

     (c)      the provisions contained in any rule of the 
              Commission other than Rule U-48.  X

13.  If the  security  or  securities  were exempt  from the  provisions  of
     Section 6(a) by virtue of the first sentence of Section 6(b),  give the
     figures  which  indicate  that the  security  or  securities  aggregate
     (together  with all  other  then  outstanding  notes  and  drafts  of a
     maturity  of nine  months or less,  exclusive  of days of grace,  as to
     which such company is primarily or secondarily  liable) not more than 5
     per  centum  of the  principal  amount  and  par  value  of  the  other
     securities of such company then outstanding.


              Not applicable.


14. If the security or securities are exempt from the provisions of Section
    6(a) because of the fourth  sentence of Section 6(b), name the security
    outstanding  on  January  1,  1935,  pursuant  to the term of which the
    security or securities herein described have been issued.

              Not applicable.

15.  If the security or securities are exempt from the provisions of Section
     6(a)  because  of any rule of the  Commission  other  than  Rule  U-48,
     designate the rule under which exemption is claimed.

              Rule 52(b)  relating to the issuance and sale of securities to
              an associate  company by a subsidiary of a registered  holding
              company which is not a public utility company.

                                             SOUTHERN OHIO COAL COMPANY


                                               /s/ T. G. Berkemeyer
                                                   T. G. Berkemeyer
                                                   Assistant Secretary
Dated:  July 21, 1998






                           Fixed Rate Promissory Note

$9,000,000                                                        July 21, 1998


         For value  received,  the  undersigned  promises to pay to the order of
Ohio Power Company ("OPCo"),  at 1 Riverside Plaza,  Columbus,  Ohio, the sum of
Nine Million  Dollars  ($9,000,000)  on September 30, 1998,  and to pay interest
thereon  from the date  hereof at maturity at the fixed rate of 5.92% per annum.
All payments hereunder shall be made in lawful money of the United States and in
immediately available funds. Interest shall be calculated on the basis of a year
of 360 days.

         The undersigned  agrees to pay all expenses of  enforcement,  including
collection  costs and reasonable  attorneys' fees in case default is made in the
payment of this Note or the Advance evidenced hereby.

         This Note shall be  construed  according to and governed by the laws of
the State of Ohio.


                                                    SOUTHERN OHIO COAL COMPANY


                                                    By:     /s/ A. A. Pena
                                                        A. A. Pena, Treasurer



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