<PAGE>
UNITED STATES OF AMERICA
BEFORE THE
SECURITIES AND EXCHANGE COMMISSION
:
In the matter of :
:
SOUTHERN OHIO COAL COMPANY :
OHIO POWER COMPANY :
AMERICAN ELECTRIC POWER COMPANY, INC. :
1 Riverside Plaza : CERTIFICATE OF
Columbus, Ohio 43215 : NOTIFICATION
:
(70-9515) :
Public Utility Holding Company :
Act of 1935 :
:
THIS IS TO CERTIFY THAT SOUTHERN OHIO COAL COMPANY and OHIO POWER COMPANY,
in accordance with the terms and conditions of, and for the purposes represented
by, the Application-Declaration herein and the Order of the Securities and
Exchange Commission with respect thereto, dated October 8, 1999, HCAR No.
35-27083, have carried out the transaction set forth below:
(1) On October 25, 1999, the Board of Directors of Southern Ohio Coal Company
authorized the payment of a $15,806,815 dividend out of paid-in capital to
Ohio Power Company. Such dividend was paid on October 28, 1999.
(2) A "past tense" opinion of counsel as to the transaction authorized by the
aforementioned Order of the Commission in this proceeding is attached
hereto as Exhibit F.
(3) The transaction described herein was consummated within the period
designated in said Application-Declaration.
SOUTHERN OHIO COAL COMPANY
By: /s/ Thomas G. Berkemeyer
Assistant Secretary
Dated: December 6, 1999
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(614) 223-1649
Exhibit F
December 1, 1999
Securities and Exchange Commission
Office of Public Utility Regulation
450 Fifth Street, N. W.
Washington, D.C. 20549
RE: Southern Ohio Coal Company
File No. 70-9515
Gentlemen:
In connection with the transactions proposed and described in the Application or
Declaration on Form U-1 filed with this Commission in the captioned proceeding,
to which this opinion is an exhibit, I have examined, among other things, the
Application or Declaration on Form U-1, as amended, and the resolutions adopted
by the Board of Directors of Southern Ohio Coal Company declaring dividends of
up to $15,806,815 on its common shares out of paid-in capital surplus as
described in the Application - Declaration.
Based upon such investigation as I have deemed necessary, it is my opinion that:
(a) all state laws applicable to the declaration of dividends
have been complied with;
(b) Southern Ohio Coal Company lawfully declared up to $15,806,815 on its
currently issued and outstanding common stock out of paid-in capital
surplus as described in the Application - Declaration, as amended; and
(c) the declaration of such dividends has not violated the legal rights of the
holders of the securities issued by Southern Ohio Coal Company, Ohio Power
Company or any
associate company.
I consent to the use of this opinion as part of the above-mentioned Application
- - Declaration.
Very truly yours,
/s/ Ann B. Graf
Ann B. Graf
Counsel for Ohio Power Company and
Southern Ohio Coal Company
