<PAGE>
File No. 70-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-1
APPLICATION OR DECLARATION
under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
***
AMERICAN ELECTRIC POWER COMPANY, INC.
1 Riverside Plaza, Columbus, Ohio 43215
AEP GENERATING COMPANY
1 Riverside Plaza, Columbus, Ohio 43215
APPALACHIAN POWER COMPANY
40 Franklin Road, S.W., Roanoke, Virginia 24011
COLUMBUS SOUTHERN POWER COMPANY
215 North Front Street, Columbus, Ohio 43215
INDIANA MICHIGAN POWER COMPANY
One Summit Square, P. O. Box 60, Fort Wayne, Indiana 46801
KENTUCKY POWER COMPANY
1701 Central Avenue, Ashland, Kentucky 41101
KINGSPORT POWER COMPANY
40 Franklin Road, S. W. Roanoke, Virginia 24011
OHIO POWER COMPANY
301 Cleveland Avenue, S. W., Canton, Ohio 44701
WHEELING POWER COMPANY
51 Sixteenth St., Wheeling, West Virginia 26003
(Name of company or companies filing this state-
ment and addresses of principal executive offices)
***
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. DiLorenzo, Jr., Associate General Counsel
AMERICAN ELECTRIC POWER SERVICE CORPORATION
1 Riverside Plaza, Columbus, Ohio 43215
(Names and addresses of agents for service)<PAGE>
ITEM 1. DESCRIPTION OF PROPOSED TRANSACTIONS
American Electric Power Company, Inc. ("American"), Appala-
chian Power Company ("Appalachian"), Columbus Southern Power
Company ("Columbus"), Indiana Michigan Power Company ("Indiana"),
Kentucky Power Company ("Kentucky") and Ohio Power Company
("Ohio") request authorization to incur short-term indebtedness,
from time to time during the period subsequent to December 31,
1995 and prior to January 1, 2001, through the issuance and sale
of notes to banks and commercial paper to dealers in commercial
paper and AEP Generating Company ("Generating"), Kingsport Power
Company ("Kingsport"), and Wheeling Power Company ("Wheeling")
request authorization to incur short-term indebtedness during
such period through the issuance and sale of notes to banks, as
funds may be required, in an aggregate amount not to exceed the
amounts outstanding at any one time as follows:
Company Amount
American $150,000,000
Appalachian 250,000,000
Columbus 175,000,000
Indiana 175,000,000
Kentucky 150,000,000
Generating 100,000,000
Kingsport 30,000,000
Ohio 250,000,000
Wheeling 30,000,000
The $150,000,000 authorization requested by American for
short-term indebtedness is in addition to the authority granted
to American in Release No. 35-36200 in File No. 70-8429 (December
22, 1994). Appalachian, Indiana and Ohio have provisions in
their charters which require a vote of the shareholders to issue
any short-term unsecured debt securities if immediately after
such issue the total principal amount of all short-term unsecured<PAGE>
debt securities issued and then outstanding would exceed 10% of
the capitalization of the corporation. Appalachian, Indiana and
Ohio will at no time issue short-term unsecured debt securities
in excess of this 10% charter limitation even if the amount of
short-term indebtedness authorized in this transaction exceeds
such 10% charter limitation.
A. Notes to Banks and Commercial Paper
It is proposed that such notes and commercial paper will be
issued from time to time and be renewed from time to time prior
to January 1, 2001, as funds may be required, provided that no
such notes or commercial paper shall mature later than June 30,
2001.
American, Appalachian, Columbus, Generating, Indiana,
Kentucky, Kingsport, Ohio and Wheeling request authorization for
an increase in the exemption provided from the provisions of
Section 6(a) by the first sentence of Section 6(b) of the Public
Utility Holding Company Act of 1935 (the "Act"), to the extent
necessary to cover such issuance and sale of notes to banks and
commercial paper under the conditions described herein.
American, Appalachian, Columbus, Generating, Indiana,
Kentucky, Kingsport, Ohio and Wheeling propose to issue and sell
such short-term notes during calendar years 1996, 1997, 1998,
1999 and 2000 to several domestic and non-domestic banks through
various "Credit Arrangements", including revolving credit agree-
ments or shared lines of credit. The shared lines of credit with
such banks are generally available to American, Appalachian,
Columbus, Indiana, Kentucky and Ohio, and are partially available
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to Generating, Kingsport, and Wheeling. It is anticipated that,
if this Application or Declaration relating to short-term bank
borrowings through December 31, 2000 is granted as requested,
American, Appalachian, Columbus, Generating, Indiana, Kentucky,
Kingsport, Ohio and Wheeling will, at January 1, 1996, be autho-
rized or otherwise permitted under Section 6(b), as the case may
be, to borrow, in the aggregate, amounts not to exceed
$1,310,000,000 at any one time.
Notes to be issued to banks pursuant to the Credit Arrange-
ments will mature not more than 270 days after the date of
issuance or renewal thereof. Credit Arrangements with the banks
generally require the payment of a commitment fee. Commitment
fees for shared lines of credit or revolving credit obligations
are generally borne by American and participating subsidiaries in
proportion to their respective projected maximum need for such
credit facilities.
The total annual cost of borrowings under all such bank
lines is estimated to be not greater than the effective rate for
borrowings bearing interest at the prime commercial rate with
compensating balances of up to 10% of the line of credit.
Although existing financial conditions do not necessitate the
maintenance of such compensating balances, because of the vola-
tility of the financial markets in the recent past, the main-
tenance of such above-described compensating balances may be
required during the time period for which authorization is sought
herein. The maximum effective annual interest cost under any of
the above arrangements, assuming full use of the line of credit,
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is estimated to not exceed 125% of the prime commercial rate in
effect from time to time, or not more than 10.94% on the basis of
a prime commercial rate of 8.75%.
American, Appalachian, Columbus, Generating, Indiana,
Kentucky, Kingsport, Ohio and Wheeling may, from time to time,
negotiate increases to existing Credit Arrangements or implemen-
tation of new agreements. Any company granted authority herein
will seek additional authorization from the Commission by Post-
Effective Amendment of any request for an increase in the maximum
amount of short-term indebtedness it proposes to incur.
Commercial paper will be sold directly by American,
Appalachian, Columbus, Indiana, Kentucky, or Ohio to dealers in
commercial paper. The commercial paper will be in the form of
promissory notes in denominations of not less than $50,000, and
of varying maturities, with no maturity more than 270 days after
the date of issue. Such notes will not be prepayable prior to
maturity and will be sold at a discount rate not in excess of the
discount rate per annum prevailing at the time of issuance for
commercial paper of comparable quality and maturity. American,
Appalachian, Columbus, Indiana and Ohio have designated Lehman
Commercial Paper Incorporated as one of their commercial paper
dealers to purchase and resell their commercial paper. Other
dealers include Goldman Sachs Money Markets (Indiana and Ohio),
First Chicago Capital Markets (Appalachian), Citicorp Securities
Markets (Columbus), and Merrill Lynch Money Markets Inc.
(Kentucky). American, Appalachian, Columbus, Indiana, Kentucky
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and Ohio may designate different or additional commercial paper
dealers to purchase and resell their commercial paper.
The commercial paper dealers will reoffer the commercial
paper to investors, generally at a discount rate of up to 1/8 of
1% per annum less than the discount rate at which such commercial
paper notes were purchased from American, Appalachian, Columbus,
Indiana, Kentucky or Ohio. It is expected that the investors of
the dealers will hold the commercial paper notes to maturity.
However, if any such investor wishes to resell the commercial
paper prior to maturity, the dealers generally will repurchase
such commercial paper sold by them and reoffer it to other
investors under substantially the same terms and conditions as
are herein described.
American, Appalachian, Columbus, Indiana, Kentucky and Ohio
believe that by having flexibility to allocate short-term bor-
rowings between sales of notes to banks and sales of commercial
paper to dealers, they will be able to realize economies in
meeting their short-term financing requirements, and such compa-
nies propose, in general, taking appropriate long and short-term
considerations into account, to utilize the most economical means
available at any time to meet their short-term financing require-
ments.
B. Letters of Credit
American, Appalachian, Columbus, Indiana, Kentucky, Ohio,
Generating, Kingsport and Wheeling also request authorization to
issue unsecured promissory notes or other evidence of their
reimbursement obligations in respect of letters of credit issued
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on their behalf by certain banks. Letters of credit, together
with other short-term indebtedness authorized, would be in an
aggregate amount not to exceed the aggregate amounts authorized
for each company for short-term indebtedness for notes issued to
banks as set forth in the first paragraph of this ITEM 1.
Drawings under the letters of credit would bear interest at not
more than 125% of the prime commercial rate in effect from time
to time. An annual fee may be required for the issuance of such
letters of credit. Such fee will not exceed 1% of the face
amount of such letter of credit. Any such promissory note or
other evidence of reimbursement obligations would have a stated
maturity date no later than 270 days after the date of a draw on
the related letter of credit.
C. Application of Proceeds
The proceeds of the short-term debt incurred by each of
American, Appalachian, Columbus, Generating, Indiana, Kentucky,
Kingsport, Ohio and Wheeling will be added to the general funds
of such companies and used to pay the general obligations of such
companies, including expenditures incurred in their various
construction projects, and for other corporate purposes.
Unless the Commission orders to the contrary, the notes
payable to banks and commercial paper for which authorization is
requested herein will not necessarily be retired with the pro-
ceeds of any permanent financing which may be authorized by the
Commission. Unless otherwise authorized by the Commission, any
short-term debt outstanding after December 31, 2000 will be
retired at or prior to June 30, 2001 from internal cash resources
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or with the proceeds of such debt or equity financing or cash
capital contributions.
American desires to consummate the transactions covered by
this Application or Declaration because they are an integral part
in the financing of the American Electric Power System. It has
been the policy of the American Electric Power System to finance
the needs of the public utility operating subsidiaries for funds
additional to those generated internally by means of: (a) the
use of short-term indebtedness of the subsidiaries which is
repaid from the proceeds of long-term financing; (b) the issuance
and sale to the public or institutional investors of operating
company senior securities; and (c) additional investments in the
form of capital contributions, from time to time as required, in
the public utility subsidiaries by American.
D. Certificates of Notification
It is proposed that Certificates of Notification under Rule
24 shall be filed quarterly, with respect to the issuance by
American, Appalachian, Columbus, Generating, Indiana, Kentucky,
Kingsport, Ohio and Wheeling of notes to banks and, where autho-
rized, commercial paper. Each such certificate will include the
following information with respect to the issuance of notes and
commercial paper:
(a) the principal amount of each note (notes to banks or
commercial paper) issued;
(b) the stated effective interest cost of each note issued
and the prime rate or range of generally prevailing
prime rates.
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E. Compliance with Rule 54
AEP Resources International, Limited ("AEPRI"), an indirect
subsidiary of American, is an exempt wholesale generator ("EWG"),
as defined in Section 32 of the Act. American, through its sub-
sidiary, AEP Resources, Inc., invested $115,000 in AEPRI. This
investment represents less than 1% of $1,342,051,000, the average
of the consolidated retained earnings of American reported on
Form 10-K or Form 10-Q, as applicable, for the four consecutive
quarters ended June 30, 1995.
AEPRI will maintain books and records and make available the
books and records required by Rule 53(a)(2). No more than 2% of
the employees of the operating subsidiaries of American will, at
any one time, directly or indirectly, render services to AEPRI.
American has submitted and will continue to submit a copy of Item
9 and Exhibits G and H of American's Form U5S to each of the
public service commissions having jurisdiction over the retail
rates of American's operating utility subsidiaries.
In addition, (i) neither American nor any subsidiary of
American is the subject of any pending bankruptcy or similar
proceedings; (ii) American's average consolidated retained
earnings for the four most recent quarterly periods
($1,342,051,000) represented an increase of approximately
$61,968,000 (or 4.8%) in the average consolidated retained earn-
ings from the previous four quarterly periods ($1,280,083,000);
and (iii) for the year ended December 31, 1994, there were no
losses attributable to American's direct or indirect investments
in AEPRI other than $4,000 in start-up costs.
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ITEM 2. FEES, COMMISSIONS AND EXPENSES
No fees, commissions or other expenses are to be paid or
incurred, directly or indirectly, by American, Appalachian,
Columbus, Generating, Indiana, Kentucky, Kingsport, Ohio or
Wheeling or any associated company in connection with the pro-
posed transactions, other than this Commission's filing fee of
$2,000 and fees and expenses to be billed at cost by the American
Electric Power Service Corporation and not to exceed $2,000 in
the aggregate.
ITEM 3. APPLICABLE STATUTORY PROVISIONS
American, Appalachian, Columbus, Generating, Indiana,
Kentucky, Kingsport, Ohio and Wheeling designate Sections 6(a)
and 6(b) of the Act as applicable to the issuance and sale of
notes to banks and commercial paper to dealers. The basis of the
exemption from Section 6(a) of the issuance and sale of the above
securities under Section 6(b) is set forth in Item 1.
ITEM 4. REGULATORY APPROVALS
No commission other than the Securities and Exchange
Commission has jurisdiction over the transactions for which
authority is requested herein.
ITEM 5. PROCEDURE
It is requested, pursuant to Rule 23(c) of the Rules and
Regulations of the Commission, that the Commission's Order
granting this Application or Declaration on Form U-1 be issued on
or before November 1, 1995. American, Appalachian, Columbus,
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Generating, Indiana, Kentucky, Kingsport, Ohio and Wheeling waive
any recommended decision by a hearing officer or by any other
responsible officer of the Commission and waive the 30-day
waiting period between the issuance of the Commission's Order and
the date it is to become effective, since it is desired that the
Commission's Order, when issued, become effective forthwith.
American, Appalachian, Columbus, Generating, Indiana, Kentucky,
Kingsport, Ohio and Wheeling consent to the Office of Public
Utility Regulation assisting in the preparation of the Commis-
sion's decision and/or Order in this matter, unless the Office of
Public Utility Regulation opposes the matters covered by this
Application or Declaration on Form U-1.
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS
The following exhibits, financial statements, and Source of
Funds Statements are filed as part of this statement:
(a) Exhibits:
Exhibit A-1 Proposed form of Line of Credit
Agreement
Exhibit A-2 Proposed form of Revolving Credit
Agreement
Exhibit B None
Exhibit C None
Exhibit D None
Exhibit E None
Exhibit F Opinion of Counsel
Exhibit G Form of Notice
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(b) Financial Statements:
1. Balance Sheets as of June 30, 1995, and Statements
of Income and Retained Earnings for the 12 months ended June
30, 1995, of American and its subsidiaries consolidated and
of Generating, Appalachian, Columbus, Indiana, Kentucky,
Kingsport, Ohio and Wheeling.
2. Funds Flow Statements for American, Appalachian,
Columbus, Generating, Indiana, Kentucky, Kingsport, Ohio and
Wheeling for the years 1996, 1997, 1998, 1999 and 2000.
ITEM 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS
It is believed that the granting of this Application or
Declaration will not constitute a major Federal action signifi-
cantly affecting the quality of the human environment. No other
Federal agency has prepared or is preparing an environmental
impact statement with respect to the proposed transactions.
SIGNATURES
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned have duly caused this
statement to be signed on their behalf by the undersigned there-
unto duly authorized.
AMERICAN ELECTRIC POWER COMPANY, INC.
AEP GENERATING COMPANY
APPALACHIAN POWER COMPANY
COLUMBUS SOUTHERN POWER COMPANY
INDIANA MICHIGAN POWER COMPANY
KENTUCKY POWER COMPANY
KINGSPORT POWER COMPANY
OHIO POWER COMPANY
WHEELING POWER COMPANY
By: /s/ G. P. Maloney
Vice President
Dated: September 6, 1995
[95FN0014.AEP]
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<PAGE>
EXHIBIT A-1
LINE OF CREDIT AGREEMENT
AGREEMENT between , (the "Bank") and the
following Companies (hereinafter referred to individually as the
"Borrower"):
Borrower: American Electric Power Company, Inc.
AEP Generating Company ($10 Million sub-limit)
Appalachian Power Company
Columbus Southern Power Company
Indiana Michigan Power Company
Kentucky Power Company
Ohio Power Company
Kingsport Power Company ($5 Million sub-limit)
Wheeling Power Company ($5 Million sub-limit)
Line of Credit:
The Bank confirms approval of a $ unsecured, committed
line of credit, available on a shared basis to be used for short-
term working capital purposes of the Borrower during calendar
year 19 . This line of credit shall be in effect from
, 19 through December 31, 19 .
The aggregate of individual loans made by the Bank to the
Borrower will not at any time exceed $ unless the Bank
and the Borrower agree otherwise.
Commitment Fee:
In consideration for the line of credit, the Borrower agrees to
pay an annual commitment fee to the Bank equal to of 1% on
the total amount of the committed line. Such fee is payable
quarterly in arrears on the last business day of March, June,
September and December, based on a year consisting of 360 days
for the actual number of days elapsed.
Liability of Borrower:
All obligations of each individual Borrower under this Agreement
are several and not joint except as to payment of the obligation
of any commitment fee, which obligation shall be joint.
Promissory Notes:
Borrowings under this committed line of credit will be made at
the option of the Borrower on a fixed or a floating rate basis.
Fixed rate loans shall be evidenced by a note substantially in
the form of Appendix A attached hereto (a "Fixed Rate Note") and
floating rate loans shall be evidenced by a note substantially in
the form of Appendix B attached hereto (a "Floating Rate Note").
Notes will mature not more than 270 days after the date of
issuance thereof; but in no event will Notes issued under this
Agreement mature later than June 30, 19 .
Interest:
The interest rate on any loan will either be at the Bank's
rate, defined as a fluctuating interest rate per annum as shall
be in effect from time to time which rate shall be at all times
equal to the higher of: (a) the rate of interest announced
publicly by the Bank from time to time as its rate; and
(b) 1/2 of 1% per annum above the Federal Funds Rate from time to
time (the "floating rate"), or at a fixed rate agreed to by the
Borrower and the Bank. "Federal Funds rate" means, for any
period, a fluctuating interest rate per annum equal for each day
during such period to the weighted average of the rates on
overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published
for such day (or, if such day is not a business day, for the next
preceding business day) by the Federal Reserve Bank of New York.
Interest on all notes will be payable quarterly in arrears on the
last day of March, June, September and December, and at maturity,
computed on the basis of actual number of days elapsed and a
365/366 day year for all Floating Rate Notes and a 360 day year
for all Fixed Rate Notes. Floating Rate Notes are partially or
fully prepayable, at the option of the Borrower, upon three
business days' notice to Bank. Fixed Rate Notes are not
prepayable. Any principal not paid when due shall bear interest
at the Bank's rate, plus 1%, until payment in full.
Payment on Non-Business Days:
Whenever any payment to be made hereunder or under any Note shall
be stated to be due on a day which is not a business day, such
payment may be made on the next succeeding business day, and such
extension of time shall in such case be included in the
computation of payment of interest.
Conditions of Lending:
The obligation of the Bank to make loans to the Borrower under
this Agreement is subject to the condition precedent that the
Bank shall have received a promissory note executed by the
Borrower, dated the date of the loan, substantially in the form
of Appendix A or B, and payable to the order of the Bank. The
execution and delivery of any Note executed by the Borrower
pursuant to this Agreement will constitute certification that:
(1) the representations and warranties made in this Agreement
are correct on and as of the date of any Note executed hereunder
as though made on and as of that date; and (2) no event has
occurred and is continuing, or will result from the loans to be
made by the Bank pursuant to this Agreement as of the date of
execution of any Note hereunder, which constitutes an Event of
Default under this Agreement, or with notice or lapse of time or
both, would constitute an Event of Default; and (3) all requisite
consents and approvals of regulatory authorities to the entering
into of this Agreement and to the issuance and performance of any
Note issued hereunder have been obtained and remain in effect as
of the date of the Note.
Representations and Warranties of the Borrower:
The Borrower represents and warrants that: (1) the Borrower is a
corporation duly organized, existing and in good standing under
the laws of jurisdiction of its incorporation and has all requi-
site corporate power to conduct its business, to own its proper-
ties and to execute and deliver, and to perform all of its
obligations under, this Agreement and any loans made thereunder;
(2) the execution, delivery and performance by the Borrower of
this Agreement and the notes evidencing all loans made hereunder
have been duly authorized by all necessary corporate action; (3)
all consents, approvals, authorizations, orders or other action
of any governmental body, bureau or agency required in connection
with the execution, delivery and performance by the Company of
this Agreement and any Note hereunder have been obtained and are
in full force and effect; (4) the financial statements of the
Borrower as of 19 , and for the period then
ended, copies of which have been delivered to the Bank, fairly
represent the financial condition of the Borrower at such date
and the results of its operations for such period; such financial
statements have been prepared in accordance with generally
accepted accounting principles consistently applied throughout
the period involved; and there has been no material adverse
change in the business or assets or in the condition, financial
or otherwise, of the Borrower since , 19 ;
(5) this Agreement constitutes, and any notes executed and
delivered hereunder, will constitute, legal, valid and binding
obligations of the Borrower enforceable in accordance with their
respective terms, except as the enforceability thereof may be
limited by bankruptcy, insolvency or other similar laws affecting
the enforcement of creditors' rights in general, and except as
the remedy of specific performance is subject to general
principles of equity (regardless of whether such remedy is sought
in a proceeding in equity or at law); and (6) there is no pending
or threatened action or proceeding affecting the Borrower, except
as otherwise disclosed in the financial statements and in the
Borrower's report on Form 10-K for the year ended December 31, 19
and reports on Form 10-Q for the quarters ended , 19
and , 19 , before any court, governmental
agency or arbitrator, the outcome of which may materially
adversely affect the financial condition or operations of the
Borrower.
Covenants:
The Borrower covenants and agrees that during the term of this
Agreement, and so long as any notes hereunder remain outstanding
and unpaid, the Borrower will, unless the Bank shall otherwise
consent in writing: (1) furnish to the Bank: (a) as soon as
available and in any event within 120 days after the end of each
fiscal year of the Borrower, a copy of the annual report for each
such year, containing financial statements for such year
certified in a manner acceptable to the Bank by Deloitte & Touche
or another independent public accountant of recognized standing;
(b) promptly after the sending or filing thereof, copies of each
Form 10-K and 10-Q which the Borrower files with the Securities
and Exchange Commission or any successor governmental authority;
and (c) such other information respecting the condition or
operations, financial or otherwise, of the Borrower as the Bank
may from time to time reasonably request in writing; and (2)
promptly give notice to the Bank of the occurrence of each Event
of Default as hereinafter defined and each event which, with
notice or lapse of time or both, would constitute an Event of
Default.
Increased Capital:
If the Bank determines (1) that compliance with any law or
regulation or any guideline or request from any central bank or
other governmental authority (whether or not having the force of
law) affects or would affect the amount of capital required or
expected to be maintained by the Bank or any corporation
controlling the Bank or would have the effect of reducing the
rate of return on the Bank's capital or on the capital of such
corporation and (2) that the amount of such capital is increased
by or based upon, or such reduction is a consequence of the
existence of, the Bank's commitment to lend hereunder, then the
Borrower shall, within ten days following demand therefor by the
Bank, from time to time as specified by the Bank pay to the Bank
additional amounts sufficient to compensate the Bank in the light
of such circumstances, to the extent that the Bank reasonably
determines such increase in capital or reduction in rate of
return, as the case may be, to be allocable to the existence of
the Bank's commitment to lend hereunder. A certificate as to
such amounts, submitted to the Borrower by the Bank, accompanied
by an explanation of the basis therefor, shall constitute such
demand and shall be conclusive and binding for all purposes,
absent manifest error. In the event that the Borrower receives a
notice that the Bank is entitled to a payment pursuant to this
section, the Borrower shall have the right, upon three business
days' notice, to terminate in whole or reduce in part the unused
commitment of the Bank and to repay in whole or in part any
outstanding Note in the form of Appendix B hereto held by such
Bank.
Events of Default:
If any of the following events shall happen and be continuing:
(1) the Borrower shall fail to pay at maturity any part of the
principal of any note issued hereunder, or shall fail to pay any
interest on any note issued hereunder or any commitment fee
hereunder; or (2) the Borrower shall fail to pay the principal of
or interest on any obligation of the Borrower for borrowed money
(other than under this Agreement and any Note hereunder) when
due, whether by acceleration, by required prepayment or
otherwise, for such a period longer than any period of grace
provided in such obligation, or fail to perform any other term,
condition or covenants contained in any such obligation, the
effect of which is to cause, or to permit the holder of such
obligation or others on its behalf to cause, such obligation then
to become due prior to its stated maturity, unless such failure
shall have been cured or effectively waived; or (3) any
representation or warranty made by the Borrower in this Agreement
or in any financial report or other statement furnished by the
Borrower to the Bank shall be untrue in any material respect at
the date as of which the same shall be made or furnished; or (4)
the Borrower shall fail to perform or observe any covenant herein
contained and any such failure shall remain unremedied for a
period of ten days after written notice thereof shall have been
given by the Bank to the Borrower; or (5) the Borrower shall file
a voluntary petition or an answer seeking liquidation,
reorganization or any other relief under Title 11 of the United
States Code or under any other insolvency act or law, state or
federal, now or hereafter existing; or consent to the approval or
the granting of an involuntary petition so filed; or apply for,
or consent to the appointment of, a custodian, liquidator,
receiver or trustee for the Borrower or for all or a substantial
part of its property; or make an assignment for the benefit of
creditors; or admit in writing its inability to pay debts as they
mature; then, if an event specified in clause (5) above shall
have occurred, the obligations of the Bank to make loans
hereunder shall automatically terminate and the unpaid principal
amount of the notes, and all interest accrued and unpaid thereon,
and all accrued commitment fees shall immediately become due and
payable without any election or action on the part of the Bank,
and, if any other default occurs, the Bank may by written notice
to the Borrower take either or both of the following actions: (i)
declare the entire unpaid principal amount of the notes, and all
interest accrued and unpaid thereon, and all accrued and unpaid
commitment fees to be forthwith due and payable, whereupon such
notes and all interest accrued thereon and all accrued commitment
fees shall, without presentation, demand, protest or further
action of any kind, all of which are hereby expressly waived, be
immediately due and payable; and the Bank shall immediately and
without the expiration of any period of grace be entitled to
enforce payment of principal on such notes and all accrued
interest thereon, and to exercise any or all of the rights set
forth herein or in such note or granted by law; or (ii) declare
its commitment under this Agreement to be terminated, whereupon
such commitment shall terminate immediately.
Participations:
The Bank may sell participations to one or more banks or other
entities in or to all or a portion of its rights and obligations
under this Agreement (including, without limitation, all or a
portion of its Commitment, the Loan made by it and the Fixed Rate
Note or Floating Rate Note held by it); provided, however, that
(i) the Bank's obligations under this Agreement (including,
without limitation, its Commitment) shall remain unchanged, (ii)
the Bank shall remain solely responsible to the other parties
hereto for the performance of such obligations, (iii) the Bank
shall remain the Holder of any such Fixed Rate Note or Floating
Rate Note for all purposes of this Agreement, (iv) the Borrower
shall continue to deal solely and directly with the Bank in
connection with its rights and obligations under this Agreement
and the Fixed Rate Note and Floating Rate Note held by it and (v)
any participating bank or other entity shall be entitled to the
benefit of Increased Capital protection only if the Bank from
which such participating bank or other entity acquired its
participation would be entitled to the benefit of such protection
provision; provided that in no event shall any amount payable by
the Borrower exceed the amount that would have been payable by
the Borrower if the Bank had not sold any participation. In no
event shall the Bank that sells a participation be obligated to
the participant to take or refrain from taking any action
hereunder except that the Bank may agree that it will not,
without the consent of such participant, agree to (A) increase or
extend the term of the Bank's Commitment, (B) reduce the
principal of, or interest on, the Fixed Rate Note or Floating
Rate Note held by the Bank or any fees or other amounts payable
to the Bank hereunder; (C) postpone the date fixed for any
payment of the principal of, or interest on the Fixed Rate Note
or Floating Rate Note held by the Bank or other amounts payable
to the Bank.
Assignments:
Neither party may assign its interests under this Agreement or
any Notes issued hereunder without express written consent of the
other party.
Termination or Reduction of Commitment:
The Borrower shall have the right, at any time and from time to
time, upon three business days' notice to the Bank, to terminate
in whole or reduce in part the unused commitment of the Bank.
Notices:
All notices, requests, demands, directions and other
communication hereunder shall either be in writing (including
telegraphic communication) or by telephone communication promptly
confirmed in writing and transmitted to the applicable party at
the following address:
To: Borrower
c/o G. P. Maloney
Executive Vice President
American Electric Power
Service Corporation
1 Riverside Plaza
Columbus, OH 43215
To: Bank<PAGE>
Expenses:
The Borrower agrees to pay or reimburse the Bank, upon written
notice to the Borrower, for the payment of reasonable out-of-
pocket expenses of the Bank, including attorney's fees, arising
in connection with the enforcement or preservation of any rights
under this Agreement and the notes.
Counterparts:
This Agreement may be executed in any number of counterparts and
all of said counterparts taken together shall be deemed to
constitute one and the same instrument.
Headings:
The headings of the sections and subsections of this Agreement
are for convenience of reference only and shall not be deemed to
affect the meaning or construction of any of the provisions
hereof.
Governing Law:
This Agreement shall be governed by and construed in accordance
with New York law, and shall become effective on the date of
receipt by the Bank of a counterpart of this Agreement duly
signed by the Borrower.
EXECUTED as of this ______ day of September, 1995.
By:
Title:
American Electric Power Company, Inc.
AEP Generating Company
Appalachian Power Company
Columbus Southern Power Company
Indiana Michigan Power Company
Kentucky Power Company
Ohio Power Company
Kingsport Power Company
Wheeling Power Company
By:
Title: G. P. Maloney, Vice President
of each of the above named
companies
<PAGE>
<PAGE>
APPENDIX A
Non-Prepayable, Fixed Rate Promissory Note
$ , 19
For value received, the undersigned promises to pay to the order of
(the "Bank"), at its principal office in New
York, the sum of
($ ) on , 19 , and to pay interest
thereon from the date hereof at maturity at the fixed rate of
% per annum. Any principal not paid when due shall bear
interest from maturity until paid in full at a fluctuating rate per
annum equal to 1% plus that rate of interest from time to time
announced by the Bank at said principal office as its prime rate.
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.
This Note is issued pursuant to, and is entitled to the benefits
of, the Line of Credit Agreement currently in effect between the
Borrower and the Bank. The events of default which may cause the
acceleration of the maturity of this Note shall be as specified in
the Line of Credit Agreement currently in effect between the Bank
and the Borrower.
Except as provided in the preceding paragraph, this Note may not be
prepaid. 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
loan evidenced hereby. This Note shall be construed according to
and governed by the laws of the State of New York.
By:
<PAGE>
<PAGE>
APPENDIX B
Prepayable, Floating Rate Promissory Note
$ , 19
For value received, the undersigned promises to pay to the order of
(the "Bank"), at its principal office in New
York, the sum of
($ ) on , 19 , and to pay
interest thereon from the date hereof to maturity at a floating
rate per annum equal to the higher of: (a) the Federal Funds Rate
plus 1/2 of 1% or (b) the prime rate (such higher rate being the
"Floating Rate"). Any principal not paid when due shall bear
interest from maturity until paid in full at a floating rate per
annum equal to 1% plus that rate of interest from time to time
announced by the Bank at said principal office as its alternate
base rate. 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 365 or 366 days.
This Note is issued pursuant to, and is entitled to the benefits
of, the Line of Credit Agreement currently in effect between the
Borrower and the Bank. The events of default which may cause the
acceleration of the maturity of this Note shall be as specified in
the Line of Credit Agreement currently in effect between the Bank
and the Borrower.
This Note may be prepaid (either partially or fully) by the
undersigned by giving at least three business days' notice to the
Bank. 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 loan evidenced
hereby. This Note shall be construed according to and governed by
the laws of the State of New York.
By:
<PAGE>
<PAGE>
EXHIBIT A-2
REVOLVING CREDIT AGREEMENT
AGREEMENT, dated as of the _____ day of _______________, 1995,
between _______________________ (the "Bank") and each of the
following Companies (hereinafter referred to individually as the
"Borrower"):
Borrower: American Electric Power Company, Inc.
Appalachian Power Company
Columbus Southern Power Company
Indiana Michigan Power Company
Kentucky Power Company
Ohio Power Company
Section 1. Definitions
As used herein the following terms have the following meanings
(which are equally applicable to both the singular and plural forms
of such terms):
"Advance" means a loan made by the Bank to the Borrower
pursuant to Section 2, and refers to a Base Rate Advance or a
LIBO Rate Advance (each of which shall be a "Type" of
Advance).
"Agreement" means this Revolving Credit Agreement and any
future amendments or supplements hereto.
"Applicable Margin" means, as of any date, a percentage
per annum determined by reference to the Public Debt Rating
for each Borrower in effect on such date as set forth below:
Applicable Margin for Applicable Margin
Public Debt Rating for for
S&P/Moody's Base Rate Advances LIBO Rate Advances
Level 1
A-/A3 or above 0% .20%
Level 2
BBB+/Baa1 0% .20%
Level 3
BBB/Baa2 0% .25%
Level 4
BBB-/Baa3 0% .30%
Level 5
BB+/Ba1 or below .125% .50% <PAGE>
"Applicable Percentage" means, as of any date, a
percentage per annum determined by reference to the Public
Debt Rating in effect on such date as set forth below:<PAGE>
Public Debt Rating Applicable
S&P/Moody's Percentage
Level 1
A-/A3 or above .125%
Level 2
BBB+/Baa1 .15%
Level 3
BBB/Baa3 .175%
Level 4
BBB-/Baa3 .25%
Level 5
BB+/Ba1 or below .30%
"Base Rate" means a fluctuating interest rate per annum
in effect from time to time, announced publicly by
in New York, New York, from time to time, as its
base rate.
"Business Day" means a day other than a Saturday,
Sunday, legal holiday, or day on which the Bank is autho-
rized or required by law to close at its principal office,
and, if the issuance or payment of a Note bearing interest
at the LIBO Rate is involved, on which banks in the London
interbank market are open for transactions in dollars.
"Capitalization" of the Borrower means, as of any
particular time, an amount equal to the sum of the total
principal amount of all indebtedness for borrowed money,
secured or unsecured, of the Borrower then outstanding
(whether or not such indebtedness matures, pursuant to the
instrument by which such indebtedness shall be created or
incurred, within twelve months after such particular time)
and the aggregate of the par value of, or stated capital
represented by, the outstanding shares of all classes of
stock and of the surplus of the Borrower, paid in, earned
and other, if any.
"Commitment" of a Bank means, as of any particular
time, that Bank's obligation to make Advances to the
Borrower pursuant to Section 2.1 or, in the event that the
unused portion of such Commitment has been terminated or
reduced pursuant to Section 2.11, the amount of such
Commitment not extinguished by such termination or
reduction.
"Federal Funds Rate" means a fluctuating interest rate
per annum equal for each day during such period to the
weighted average of the rates on overnight Federal Funds
transactions with members of the Federal Reserve System
arranged by Federal Funds brokers, as published for such day
(or, if such day is not a Business Day, for the next
preceding Business Day).
"LIBO Rate" means, for each LIBO Rate Advance, the
average (rounded upward to the nearest 1/16 of 1% per annum)
rate of interest per annum at which deposits in United
States dollars are offered by the principal office of the
Bank to prime banks in the London interbank market at 11:00
a.m. (London time) two Business Days prior to the date of
such LIBO Rate Advance for the amount and term of such LIBO
Rate Advance.
"LIBO Rate Advance" means an Advance that bears
interest as provided in Section 2.6.
"Note" or "Notes" means the promissory note or notes of
the Borrower substantially in the form of either Appendix A
or Appendix A-1 hereto, with appropriate insertions.
"Plan" means an employee benefit plan or other plan
established or maintained by the Borrower or any subsidiary
or affiliate of the Borrower and covered by Title IV of the
Employee Retirement Income Security Act of 1974.
"Public Debt Rating" means, as of any date, the lowest
rating that has been most recently announced by either
Standard & Poor's ("S&P") or Moody's Investors Service, Inc.
("Moody's"), as the case may be, for any class of long-term
senior unsecured debt issued by the Borrower. For purposes
of the foregoing, (a) if only one of S&P and Moody's shall
have in effect a Public Debt Rating, the Applicable Margin
and the Applicable Percentage shall be determined by
reference to the available rating; (b) if neither S&P nor
Moody's shall have in effect a Public Debt Rating, the
Applicable Margin and the Applicable Percentage will be set
in accordance with Level 4 under the definition of
"Applicable Margin" or "Applicable Percentage," as the case
may be; (c) if the ratings established by S&P and Moody's
shall fall within different levels, the Applicable Margin
and the Applicable Percentage shall be based upon the lower
rating; (d) if any rating established by S&P or Moody's
shall be changed, such change shall be effective as of the
date on which such change is first announced publicly by the
rating agency making such change; and (e) if S&P or Moody's
shall change the basis on which ratings are established,
each reference to the Public Debt Rating announced by S&P or
Moody's, as the case may be, shall refer to the then
equivalent rating by S&P or Moody's, as the case may be.<PAGE>
"Short-Term Debt" means unsecured promissory notes of
the Borrower having a maturity, when issued, of 270 days or
less.
Section 2. Commitment and Terms of Advances
2.1 Commitment
Subject to the terms and conditions of this Agreement,
the Bank agrees to lend the Borrower, from time to time from
the Effective Date of this Agreement, to and including
December 31, 2000, an aggregate amount up to but not
exceeding at any time outstanding, $35,000,000.
2.2 Liability of Borrower
All obligations of each individual Borrower under this
Agreement are several and not joint.
2.3 Borrowing Procedure
Whenever the Borrower desires an Advance from the Bank
under the Bank's Commitment, it shall give the Bank at least
3 Business Days' notice (which notice shall be irrevocable),
by 11:00 a.m. in the case of a LIBO Rate Advance or the
first Business Day prior to the date of the proposed
borrowing in the case of a Base Rate Advance, specifying the
date of the proposed Advance, the amount to be advanced from
the Bank, the Type of Advance, and the date of payment of
the Advance (which date shall be not less than 30 days from
the date of the Advance). Each Advance shall be in the
amount of $100,000 or an integral multiple thereof. The
notice given to the Bank for a LIBO Rate Advance will be
irrevocable. Upon fulfillment by the Borrower of the
applicable conditions specified in Section 3, the Bank will
make available to the Borrower at the office of the Bank
specified under its signature hereto, not later than 2:00
p.m. New York City time on the date specified for the
proposed Advance, in immediately available funds the amount
specified by the Borrower in its notice to the Bank. Any
notice shall be by telephone, confirmed immediately in
writing or by fax.
2.4 Notes Evidencing Advances
Each Advance by the Bank shall be evidenced by a Note
dated the date of the Advance, payable to the order of the
Bank in the principal amount of the Advance on such date as
shall be specified by the Borrower in its notice to the Bank
pursuant to Section 2.3 and bearing interest as provided in
Section 2.6. The Note shall be in the form of Appendix A
hereto if the Advance is a LIBO Rate Advance or in the form
of Appendix A-1 hereto if the Advance is a Base Rate
Advance. Notes will mature not more than 270 days after
date of issuance thereof and in no event will Notes issued
under this Agreement mature later than December 31, 2001 or
such later date as certified to the Bank pursuant to a
certificate in the form of Exhibit B hereto.
2.5 Commitment Fee
The Borrower will pay a fee to the Bank for its Commit-
ment, computed at the rate per annum equal to the Applicable
Percentage in effect calculated on the aggregate amount of
the Bank's Commitment from the Effective Date of this
Agreement to the date of expiration, reduction or
termination of such Commitment. Payment of accrued
commitment fees shall be made quarterly within one week
after the last day of March, June, September and December in
each year and on the date of expiration, reduction (for the
portion so reduced) or termination of such Commitments.
2.6 Interest
Each Borrower shall pay interest on the unpaid
principal amount of each Note issued and outstanding
hereunder from the date thereof to the date of payment in
full, payable quarterly on the last day of each March, June,
September and December, or at the maturity thereof (whether
by acceleration or otherwise) and after such maturity on
demand. Said interest on the principal amount of a Note
shall be: (a) prior to maturity, and at the Borrower's
option, equal to either: (i) a fluctuating rate per annum
equal at all times to the Base Rate plus the Applicable
Margin in effect from time to time, or (ii) a fixed rate per
annum for the term of the Note which shall be one, two,
three or six months (such term to be selected by the
Borrower at least three Business Days prior to the date of
the Note) equal to the sum of (x) the LIBO Rate for such
Interest Period for such LIBO Rate Advance plus (y) the
Applicable Margin in effect from time to time, payable in
arrears on the last day of such Interest Period; and (b)
after maturity (whether by acceleration or otherwise), at a
fluctuating rate per annum equal at all times to the sum of
(i) 1% plus (ii) the Base Rate until payment in full;
provided, however, that in no event shall interest be paid
at a rate higher than the maximum rate permitted by law.
2.7 Additional Interest
The Borrower shall pay to the Bank, during the time
that the Bank shall be required to maintain reserves with
respect to liabilities or assets consisting of or including
Eurocurrency liabilities (as defined in Regulation D of the
Board of Governors of the Federal Reserve System as in
effect from time to time), additional interest on the unpaid
principal amount of each Note in the form of Appendix A from
the date of such Note until such principal amount is paid in
full, payable on the due date of each interest payment for
such Note, at an interest rate per annum equal at all times
during the term of such Note to the excess of (i) the rate
obtained by dividing the LIBO Rate for such Note by a
percentage equal to 100% minus the reserve percentage
applicable during the term of such Note under regulations
issued from time to time by the Board of Governors of the
Federal Reserve System (or if more than one such percentage
is so applicable, minus the daily average for such
percentages for those days during which such percentage
shall be so applicable) for determining the maximum reserve
requirement (including, without limitation, any marginal
reserve requirement) for the Bank in respect of liabilities
or assets consisting of or including Eurocurrency
liabilities (including those determined based on a LIBO
Rate) over (ii) the LIBO Rate for such Note.
2.8 Increased Costs, etc.
(a) If either (i) the introduction of or any
change (including, without limitation, any change by
way of imposition or increase of reserve requirements)
in or in the interpretation of any law or regulation or
(ii) the compliance by the Bank with any guideline or
request from any central bank or other governmental
authority (whether or not having the force of law),
shall result in any increase in the cost to the Bank of
making, funding or maintaining Advances bearing
interest at the LIBO Rate, then the Borrower shall from
time to time, upon demand by the Bank, pay to the Bank
additional amounts sufficient to indemnify the Bank
against such increased cost. A certificate as to the
amount of such increased cost, submitted by express
delivery to the Borrower by the Bank, shall be
conclusive absent manifest error in calculation by the
Bank.
(b) If it shall become unlawful for a Bank to ob-
tain funds in the London interbank market in order to
fund or maintain LIBO Rate Advances or otherwise to
perform their obligations hereunder with respect to any
such LIBO Rate Advances, then, upon at least five
Business Days' notice, in accordance with Section 7.5
of this Agreement, by the Bank to the Borrower the rate
of interest on all LIBO Rate Advances shall thereupon
be the Base Rate, and the right of the Borrower to
select the rate specified in such clause (ii) shall
thereupon terminate.<PAGE>
(c) The Borrower shall indemnify the Bank against
any loss or expense which the Bank may sustain or incur
as a consequence of any default in payment or
prepayment of the principal amount of any LIBO Rate
Advance.
2.9 Inability to Determine LIBO Rate
In the event that the Bank shall have determined that:
(i) by reason of circumstances affecting the
London interbank market generally, adequate and
reasonable means do not exist for ascertaining the LIBO
Rate with respect to a proposed LIBO Rate Advance that
the Borrower has requested; or
(ii) the LIBO Rate will not adequately and fairly
reflect the cost to the Bank of maintaining or funding
a proposed LIBO Rate Advance that the Borrower has
requested,
then, the Bank shall forthwith give prompt notice, confirmed
in writing, of such determination to the Borrower, at least
one Business Day prior to the Note date for such Advance.
If such notice is given, any requested Advance to be
evidenced by a Note in the form of Appendix A shall be made
as a Base Rate Advance to be evidenced by a Note in the form
of Appendix A-1.
2.10 Optional Prepayment
The Borrower may prepay the Notes in the form of
Appendix A-1 hereto in whole at any time or in part from
time to time, without premium or penalty, by giving one (1)
Business Day's notice to the Bank specifying the amount and
date of the proposed prepayment, except that Notes in the
form of Appendix A hereto are not prepayable. If notice is
given as prescribed above, the principal amount of the Notes
which the Borrower proposes to prepay, together with accrued
interest on such amount to the date of payment, shall become
due and payable on the specified date of prepayment.
2.11 Termination or Reduction of Commitment
The Borrower shall have the right, at any time and from
time to time, upon three Business Days' notice to the Bank,
to terminate in whole or reduce in part the unused
Commitment of the Bank provided that any such reductions
shall be in multiples of $1,000,000 or the remaining amount
of the Commitment.<PAGE>
2.12 Computation of Interest and Commitment Fee
Interest under the Notes and the commitment fee hereun-
der shall be computed on the basis of a year of 365 or 366
days, as the case may be, for the actual number of days
elapsed, except that interest under any Notes in the form of
Appendix A shall be computed on the basis of a year of 360
days for the actual number of days elapsed.
2.13 Payments and Endorsements
All payments of principal and interest required or per-
mitted to be made by the Borrower hereunder or under the
Notes, and all payments of commitment fees hereunder, shall
be made to each Bank in immediately available funds at the
address of such Bank set forth under its signature hereto
(or at such other address as such Bank shall have designated
pursuant to Section 8.6 hereof) not later than 2:00 p.m. New
York time on the day when due at the place of payment.
Whenever any payment to be made hereunder or under the Notes
shall be stated to be due on a day which is not a Business
Day, such payment may be made on the next succeeding
Business Day, provided, however, that in the case of a Note
in the form of Appendix A, if such extension would cause
such payment to be made in a new calendar month, such
payment shall be made on the next preceding Business Day;
and such extension of time shall in such case be included in
the computation, at the applicable rate, of the payment of
interest.
Section 3. Conditions of Lending
3.1 Initial Advance
The obligation of the Bank to make the initial Advance
to Borrower to be made by such Bank pursuant to its
Commitment is subject to the following conditions precedent:
(a) The Agreement shall have been duly entered
into between the several parties referred to in the
Agreement and shall be on the date of such initial
Advance in full force and effect.
(b) The Bank shall have received the written
opinion addressed to the Bank, of counsel for the
Borrower, who may be an attorney employed by American
Electric Power Service Corporation, an affiliate of the
Borrower, in form and substance satisfactory to such
Bank, as to the due incorporation and existence of the
Borrower, the corporate power of the Borrower to make
and perform the Agreement and to borrow under this
Agreement, and the due authorization, execution and
delivery of the Agreement and, when executed and
delivered pursuant to this Agreement, of the Notes.
Such written opinion shall affirm that the Agreement
constitutes the legal, valid and binding obligations of
the Borrower, all enforceable in accordance with its
terms; that the Notes when executed and delivered by
the Borrower will constitute legal, valid and binding
obligations of the Borrower enforceable in accordance
with their terms; that the making and performance by
the Borrower of the Agreement and the Advances and
Notes under this Agreement will not violate any provi-
sion of law or of the articles of incorporation or of
the by-laws of the Borrower or result in a breach of or
constitute a default under any agreement to which the
Borrower is a party; that the Borrower has obtained all
consents and approvals of governmental regulatory
authorities then required under law or regulation to
authorize the execution, delivery and performance of
the Agreement and to authorize the issuance of the
Notes under this Agreement, that none of said consents
or approvals is the subject of any pending or, to the
best of the knowledge of such counsel, threatened suit,
action, regulatory action or appeal, by direct pro-
ceedings or otherwise.
(c) The Bank shall have received certified copies
of all corporate proceedings taken by the Borrower
authorizing the execution and delivery of the Agreement
and authorizing the Advances herein provided for and
the execution and delivery of this Agreement and the
Notes, together with such other certifications and
incumbency certificates as to matters of fact as shall
be reasonably requested by such Bank, all in substance
satisfactory to such Bank.
(d) The Bank shall have received a copy,
certified by the Secretary or an Assistant Secretary of
the Borrower, of the order of the Securities and
Exchange Commission referred to in paragraph (e) of
Section _____.
3.2 All Advances
The obligation of the Bank to make each Advance,
including the first Advance, pursuant to its Commitment is
subject to the following additional conditions precedent:
(a) Note. The Bank shall have received a Note,
dated the day of the Advance, drawn to the order of the
Bank in the principal amount of the Advance.
(b) Representations, Etc. Correct. The
representations and warranties contained in Section 4.1
shall be correct on and as of the date of such Advance
as though made on and as of such date.
(c) No Default. No event shall have occurred and
be continuing, or would result from such Advance, which
constitutes an Event of Default or, with notice or
lapse of time or both, would constitute an Event of
Default.
(d) Status of Governmental Approvals. All requi-
site consents and approvals of governmental regulatory
authorities to the making and performance of the Agree-
ments and to the issuance and performance of the Notes
shall have been obtained and remain in effect.
Section 4. Representations and Warranties
In order to induce the Bank to enter into this Agreement and
to make the Advances hereunder, the Borrower represents and war-
rants that:
(a) The Borrower is a corporation duly organized,
existing and in good standing under the laws of the State in
which it is incorporated and has all requisite corporate
power to conduct its business, to own its properties and to
execute and deliver, and to perform all of its obligations
under, this Agreement and the Notes.
(b) The execution, delivery and performance by the
Borrower of the Agreement and the execution and delivery by
the Borrower of the Notes have been duly authorized by all
necessary corporate action and do not and will not (i)
require any consent or approval of the stockholders of the
Borrower, (ii) contravene any provision of any law, rule,
regulation, order, judgment, injunction, decree,
determination or award applicable to the Borrower or any
provision of the charter or by-laws of the Borrower or (iii)
result in a breach of, or constitute a default under, or
result in the creation or imposition of any lien, charge or
encumbrance on any of the properties of the Borrower
pursuant to any indenture, mortgage, Advance or credit
agreement, lease, or any other agreement or instrument to
which the Borrower is a party or by which it or its
properties may be bound or affected.
(c) The balance sheet and the related statement of
income and retained earnings of the Borrower as of
___________ _____ ___, 1995, copies of which have been
delivered to the Bank, fairly represents the financial
condition of the Borrower and the results of operations of
the Borrower at such date are in accordance with generally
accepted accounting principles consistently applied
throughout the period involved; and there has been no
material adverse change in the business or assets or in the
condition or operations, financial or otherwise, of the
Borrower since _______________ ___, ________.
(d) This Agreement constitutes, and each Note when
executed and delivered hereunder will constitute, a legal,
valid and binding obligation of the Borrower enforceable in
accordance with its terms, except as the enforceability
thereof may be limited by bankruptcy, insolvency, or other
similar laws affecting the enforcement of creditors' rights
in general, and except as the availability of the remedy of
specific performance is subject to general principles of
equity (regardless of whether such remedy is sought in a
proceeding in equity or at law).
(e) No consent, approval, authorization, order or
other action of any governmental body, bureau or agency or
any other third party is required in connection with the
execution, delivery and performance by the Borrower of this
Agreement and the Notes, except only for an order of the
Securities and Exchange Commission under the Public Utility
Holding Company Act of 1935, which order has been obtained.
(f) There is no pending or threatened action, suit,
investigation, litigation or proceeding affecting the
Borrower, except as otherwise disclosed in the financial
statements or otherwise reported to the Bank prior to the
date of this Agreement, before any court, governmental
agency or arbitrator, which may materially adversely affect
the business, condition (financial or otherwise), of the
Borrower or (ii) purports to affect the legality, validity,
or enforceability of the Agreement or any Note or the
consummation of the transactions contemplated hereby.
(g) No part of the proceeds of such borrowings under
this Agreement will be used by the Borrower to purchase or
carry any margin stock (as defined in Regulation U or the
Board of Governors of the Federal Reserve System) or to
extend credit to others for the purpose of purchasing or
carrying any such margin stock.
Section 5. Affirmative Covenants
The Borrower hereby covenants and agrees that, from the date
of this Agreement and until the Commitments have expired or have
been terminated and all of the Notes have been paid in full:
5.1 Financial Statements and Reports
The Borrower will furnish to the Bank:
(a) within 90 days after the end of each of the
first three quarters of each fiscal year of the
Borrower, the balance sheet of the Borrower as of the
end of each such quarter and the statements of income
and retained earnings and cash flows of the Borrower
for the period commencing at the end of the previous
fiscal year and ending with the end of such quarter,
certified by the chief financial officer of the
Borrower;
(b) within 130 days after the end of each fiscal
year of the Borrower, a copy of the annual report for
each such year, containing financial statements for
such year certified by Deloitte & Touche LLP or another
independent public accountant or recognized standby;
and
(c) such other information respecting the
condition or operations, financial or otherwise, of the
Borrower as the Bank may from time to time reasonably
request.
5.2 Maintenance of Corporate Existence; Etc.
The Borrower will preserve and maintain its corporate
existence in the jurisdiction of its incorporation (except
in the case of a merger in which the successor corporation
assumes the obligations of the Borrower under any
outstanding Note and this Agreement) and the rights,
franchises and privileges necessary for the ordinary conduct
of its business, will maintain its properties and assets in
good working order and condition and will maintain, with
respect to its properties and assets and its business,
insurance with financially sound and reputable insurers
against loss or damage of the kinds and in the amounts
customarily carried under similar circumstances by other
corporations engaged in the same or similar businesses and
similarly situated. Notwithstanding the provisions of the
foregoing sentence, however, the Borrower may self-insure by
deductible provisions in a prudent amount with respect to
each loss.
5.3 Compliance with Laws, Etc.
The Borrower will comply in all material respects with
all applicable laws, rules, regulations and orders, such
compliance to include, without limitation, paying before the
same become delinquent, all taxes, assessments and govern-
mental imposed upon it or upon its property except to the
extent contested in good faith.
5.4 Notices
The Borrower will promptly give notice to the Bank of
(a) any litigation affecting the Borrower in which the
amount involved is $10,000,000 or more and is not covered by
insurance and (b) the occurrence of each Event of Default
and each event which, with notice of lapse of time or both,
would constitute an Event of Default.
5.5 Negative Covenants
The Borrower covenants and agrees that during the term
of this Agreement, and so long as any Note remains
outstanding and unpaid, it will not, without the written
consent of the Banks holding a majority of the Commitments:
(a) Limitation on Liens, Etc. Create, incur,
assume or suffer to be created, incurred, assumed, or
to exist, any mortgage, deed of trust, pledge, lien,
security interest or other charge or encumbrance of any
nature (all of the foregoing being hereinafter referred
to in this Section as "liens") upon or with respect to
any of its property or assets, whether now owned or
hereafter acquired, except that the foregoing
restrictions shall not apply to:
(i) liens for taxes, assessments or govern-
mental charges or levies not yet delinquent or
being contested in good faith by appropriate pro-
ceedings;
(ii) liens of landlords and liens of carri-
ers, warehouseman, mechanics and materialmen
incurred in the ordinary course of business for
sums not yet due or being contested in good faith
by appropriate proceedings;
(iii) liens incurred or deposits made in the
ordinary course of business in connection with
workers' compensation, unemployment insurance and
other types of social security, or to secure the
performance of or compliance with statutory
obligations, tenders, bids, leases, surety and
appeal bonds, performance and return-of-money
bonds and other similar obligations (other than
obligations for the payment of borrowed money);
(iv) any judgment lien, unless the judgment
it secures shall not, within sixty days after the
entry thereof, have been discharged or execution
thereof stayed pending appeal, or shall not have
been discharged within sixty days after the
expiration of any such stay;
(v) liens on any property acquired,
constructed or improved by the Company after the
date of this Agreement, or liens on any property
existing at the time of the acquisition thereof,
provided that the lien shall not apply to any
property theretofore owned by the Company other
than any theretofore unimproved real property on
which the property so constructed, or the
improvement, is located;
(vi) liens created pursuant to the
Borrower's first mortgage, if any, which covers
all of the Borrower's property, as supplemented
and amended through the date hereof, including
liens created thereunder prior to or after the
date hereof (whether pursuant to such "after
acquired property" provisions or granting clauses
in supplemental indentures, which granting clauses
are consistent in all respects with such "after
acquired property" provisions), and liens that
constitute "permitted encumbrances" under such
mortgage;
(vii) liens incidental to the conduct of the
Company's business or the ownership of its
property and assets, which were not incurred in
connection with the borrowing of money or the
obtaining of credit, none of which materially
interferes with the Company's use and operation of
its properties and assets or detracts from the
value thereof; and
(viii) liens for the sole purpose of exten-
ding, renewing or replacing in whole or in part
the indebtedness secured by any lien referred to
in the foregoing clauses (i) and (v) or in this
clause (viii); provided, however, that the
principal amount of indebtedness secured thereby
shall not exceed the principal amount of
indebtedness so secured at the time of such
extension, renewal or replacement, and that such
extension, renewal or replacement shall be limited
to all or a part of the property which secured the
lien so extended, renewed or replaced (any
improvements on such property).
(b) Pension Plans. Permit any employee pension
benefit plan (within the meaning of Section 3(2)(A) of
the Employee Retirement Income Security Act) with
respect to which the Borrower may have any liability to
terminate, or withdraw from such plan, while there
shall exist an accumulated funding deficiency of more
than $10,000,000, unless such plan is a multiemployer
plan of the United Mine Workers of America.
(c) Limitation on Mergers. Merge into or
consolidate with any corporation or other entity, or
permit any corporation or other entity to merge into or
consolidate with it, or sell or otherwise dispose of
all or substantially all of its assets to any other
corporation or entity, if, in any such case, such
successor corporation or entity shall fail to assume
the obligations of the Borrower under the terms of this
Agreement.
Section 6. Events of Default
If any of the following events shall happen and be
continuing:
(a) the Borrower shall fail to pay any part of the
principal of any Note when due, or shall fail to pay any
interest on any Note or any commitment fee within five days
after the due date thereof; or
(b) any representation or warranty made by the
Borrower in this Agreement, or any certificate, report,
financial or other statement furnished by the Borrower to
the Bank at any time under or in connection with this Agree-
ment, shall be untrue in any material respect at the date as
of which the same shall be made or furnished; or
(c) the Borrower shall fail to perform or observe any
covenant, condition or agreement herein contained to be per-
formed and observed by the Borrower and any such failure
shall remain unremedied for a period of 10 days after
written notice thereof shall have been given by any Bank to
the Borrower; or
(d) the Borrower shall file a voluntary petition or an
answer seeking liquidation, reorganization or any other
relief under Title 11 of the United States Code or under any
other insolvency act or law, state or federal, now or
hereafter existing; or consent to the approval or the
granting of an involuntary petition so filed; or apply for,
or consent to the appointment of, a custodian, liquidator,
receiver or trustee for the Borrower or for all or a
substantial part of its property; or make an assignment for
the benefit of creditors; or admit in writing its inability
to pay its debts as they mature; or
(e) the filing of an involuntary petition against the
Borrower seeking liquidation, reorganization or any other
relief under Title 11 of the United States Code, or under
any other insolvency act or law, state or federal, now or
hereafter existing, or the involuntary appointment of a
custodian, liquidator, receiver or trustee for the Borrower
or for all or a substantial part of its property, or the
issuance of a warrant of attachment or similar process
against any substantial part of the property of the Borrower
and such proceeding, appointment, warrant or process shall
remain undismissed or undischarged for 60 days (excluding
any period during which any stay is in effect); or
(f) the Borrower shall fail to pay the principal of or
interest on any obligation of the Borrower for borrowed
money (other than under this Agreement and the Notes) when
due, whether by acceleration, by required prepayment or
otherwise, for a period longer than any period of grace
provided in such obligation, or fail to perform any other
term, condition or covenant contained in any such
obligation, the effect of which is to cause, or to permit
the holder of such obligation or others on its behalf to
cause, such obligation then to become due prior to its
stated maturity, unless such failure shall have been cured
or effectively waived; or
(g) all of the Common Stock (except Common Stock of
American Electric Power Company, Inc. ("AEP")), other than
directors' qualifying shares, of the Borrower, or of any
successor, corporation or entity, shall not be owned,
directly or indirectly, by AEP, or a successor thereto; or
Section 7. Miscellaneous
7.1 No Waiver; Remedies Cumulative
No failure or delay on the part of the Bank or any
other holder of any Note to exercise any right, power or
privilege hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any right, power or
privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, power or privi-
lege. The rights and remedies herein provided are
cumulative and not exclusive of any rights or remedies
provided by law.
7.2 Governing Law
This Agreement and the Notes, and the rights and
obligations of the parties hereunder and thereunder, shall
be construed and interpreted in accordance with the laws of
the State of New York.
7.3 Costs, Expenses and Taxes
The Borrower agrees to pay or reimburse the Bank and
any other holder of any Note for the payment of (i) all
reasonable out-of-pocket expenses of such Bank or holder,
including reasonable attorneys' fees, arising in connection
with the enforcement or preservation of any rights under
this Agreement and the Notes and (ii) any and all present
and future stamp and other taxes (including interest and
penalties, if any) which may be assessed or payable in
respect of the Notes, or of any modification of the Notes,
or of this Agreement.
7.4 Survival of Agreements, Etc.
All agreements, representations, warranties and
covenants made herein shall survive the delivery of the
Notes and the making of the Advances hereunder and shall
bind and inure to the benefit of the successors and assigns
of the Borrower and the Bank whether so expressed or not,
except that the Borrower shall not have the right to assign
its rights hereunder or any interest herein (except as
provided in Section 6.4) without the prior written consent
of the Bank. The obligations of the Borrower under Sections
2.10 and 8.4 shall survive the payment of the Notes.
7.5 Notices
All notices, requests, demands, directions and other
communications hereunder shall be either in writing (in-
cluding telegraphic communication) or by telephone
communication confirmed in writing before the effectiveness
of the action proposed to be taken in connection with such
notice, etc. and transmitted to the applicable party at the
address designated in the following sentence. All written
notices, requests, demands, directions and other
communications hereunder shall be deemed to have been given
when deposited in the mails or delivered to a telegraph
company, postage or fees prepaid (except that notices to the
Bank pursuant to the provisions of Section 2 shall not be
effective until received), addressed:
(a) if to the Borrower, to c/o Vice President -
Finance, American Electric Power Service Corp., 1
Riverside Plaza, Columbus, Ohio, 43215, and
(b) if to the Bank, to its address set forth
below its signature hereto. Any party may from time to
time designate another address for the receipt of
notices, etc. by delivering to each other party a
notice complying with the terms of this Section 7.5.
7.6 Waiver of Trial by Jury
The Bank and the Borrower waive the right to trial by
jury in any civil action or proceeding or counterclaim
arising out of, based upon, or in any way connected to this
Agreement or the Notes.
7.7 Jurisdiction, Service of Process
In connection with any civil action or proceeding
arising out of, based upon or in any way connected to this
Agreement or the Notes, the Borrower submits to the non-
exclusive jurisdiction of state and federal courts located
in the City and State of New York in personam and agrees
that such courts are convenient forums. The Borrower waives
personal service upon it and consents to service of process
by mailing a copy thereof to it at 1 Riverside Plaza,
Columbus, Ohio 43215, Attention of John F. DiLorenzo, Jr.,
by registered or certified mail.
7.8 Counterparts
This Agreement may be executed in any number of
counterparts and all of said counterparts taken together
shall be deemed to constitute one and the same instrument.
7.9 Headings
The headings of the sections and subsections of this
Agreement are for convenience of reference only and shall
not be deemed to affect the meaning or construction of any
of the provisions hereof.
7.10 Right of Set-Off
Upon the occurrence and during the continuance of any
Event of Default the Bank is hereby authorized at any time
and from time to time, to the fullest extent permitted by
law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final) at any time
held and other indebtedness at any time owing by the Bank to
or for the credit or the account of the Borrower against any
and all of the obligations of the Borrower now or hereafter
existing under this Agreement and any Note, whether or not
the Bank shall have made any demand under this Agreement or
any Note and although such obligations may be unmatured. The
Bank agrees promptly to notify the Borrower after any such
set-off and application, provided that the failure to give
such notice shall not affect the validity to such set-off
and application. The rights of the Bank under this Section
are in addition to other rights and remedies (including,
without limitation, other rights of set-off) which the Bank
may have.
7.11 Assignments and Participations
The Bank may assign all or any part of its rights and
obligations under this Agreement to another bank or other
entity, in which event, upon notice thereof by the Bank to
the Borrower and receipt by the Bank of the Borrower's
written consent to such assignment, such consent not to be
unreasonably withheld, the assignee shall have, to the
extent of such assignment, the same rights and benefits as
it would have if it were the Bank hereunder.
The Bank may grant to any one or more financial
institutions (each a "Participant"), on a participating
basis, but not as a party to this Agreement, a participation
or participations in all or any part of the Bank's rights
and benefits under this Agreement and the Notes. The
Participant's rights against the Bank in respect of such
participation shall be those set forth in the agreement(s)
executed by the Bank in favor of the participant relating
thereto and all amounts payable by the Borrower under
Section 2 shall be determined as if the Bank had not sold
such participation. The Bank may furnish any information
concerning the Borrower in the possession of the Bank from
time to time to assignees and participants (including
prospective assignees and participants). Notwithstanding
the foregoing provisions of this Section 7.11, the Bank may
at any time pledge or assign all or any portion of its
rights under this Agreement and the Notes to a Federal
Reserve Bank; provided, however, that no such pledge or
assignment shall release the Bank from its obligations
hereunder.
7.12 Amendments and Waivers
Any provision of this Agreement may be amended or
waived if, but only if, such amendment or waiver is in
writing and is signed by the Borrower and the Banks holding
a majority of the Commitments; provided that no such
amendment or waiver shall, unless signed by all the Banks,
(i) increase the amount of any Commitment or the Commitment
Percentage of any Bank or subject any Bank to any additional
obligation, (ii) reduce the principal of or rate of interest
on any Advance or the rate at which any fees are payable
hereunder, (iii) postpone the date fixed for any payment of
principal of or interest on any Advance or any fees
hereunder or for any reduction or termination of any
Commitment, or (iv) amend this Section 7.12.
7.13 Binding Effect
This Agreement shall become effective (other than
Section 2.1, which shall only become effective upon
satisfaction of the conditions precedent set forth in
Section 3.1) when it shall have been executed by the
Borrower and the Bank and thereafter shall be binding upon
and inure to the benefit of the Borrower and the Bank and
their respective successors and assigns, except that
Borrower shall not have the right to assign its rights
hereunder or any interest herein without the prior written
consent of the Bank.
In Witness Whereof, the parties hereto have caused this
Agreement to be duly executed and delivered by their duly autho-
rized officers as of the day and year first above written.
The Bank:
CITIBANK, N.A.
By:
Title: Vice President
399 Park Avenue
New York, New York 10022
American Electric Power Company, Inc.
Appalachian Power Company
Columbus Southern Power Company
Indiana Michigan Power Company
Kentucky Power Company
Ohio Power Company
By:
G. P. Maloney, Vice President
of each of the above named
companies
<PAGE>
<PAGE>
APPENDIX A
Non-Prepayable, Fixed Rate Promissory Note
$ , 19
For value received, the undersigned promises to pay to the
order of (the "Bank"), at its
principal office in ,
the sum of
($ ) on , 19 , and to
pay interest thereon from the date hereof at maturity at the
fixed rate of ______% per annum. Any principal not paid when due
shall bear interest from maturity until paid in full at a
fluctuating rate per annum equal to 1% plus that rate of interest
from time to time announced by the Bank at said principal office
as its ______ rate. 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.
This Note is issued pursuant to, and is entitled to the benefits
of, the Revolving Credit Agreement currently in effect between
the Borrower and the Bank. The events of default which may cause
the acceleration of the maturity of this Note shall be as
specified in the Revolving Credit Agreement currently in effect
between the Bank and the Borrower.
Except as provided in the preceding paragraph, this Note may not
be prepaid. 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 New York.
By:
<PAGE>
<PAGE>
APPENDIX A-1
Prepayable, Floating Rate Promissory Note
$ , 19
For value received, the undersigned promises to pay to the
order of (the "Bank"), at its
principal office in ,
the sum of
($ ) on , 19 , and to
pay interest thereon from the date hereof to maturity at a
floating rate per annum equal to the higher of: (a) the Federal
Funds Rate plus 1/2 of 1% or (b) the ______ rate (such higher
rate being the "Floating Rate"). Any principal not paid when due
shall bear interest from maturity until paid in full at a
floating rate per annum equal to 1% plus that rate of interest
from time to time announced by the Bank at said principal office
as its ______ rate. 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
365 or 366 days.
This Note is issued pursuant to, and is entitled to the benefits
of, the Revolving Credit Agreement currently in effect between
the Borrower and the Bank. The events of default which may cause
the acceleration of the maturity of this Note shall be as
specified in the Revolving Credit Agreement currently in effect
between the Bank and the Borrower.
This Note may be prepaid (either partially or fully) by the
undersigned by giving at least three business days' notice to the
Bank. 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 New York.
By:
<PAGE>
<PAGE>
EXHIBIT F
(614) 223-1649
September ___, 1995
Securities and Exchange Commission
Division of Corporate Regulation
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: American Electric Power Company, Inc.
AEP Generating Company
Appalachian Power Company
Columbus Southern Power Company
Indiana Michigan Power Company
Kentucky Power Company
Kingsport Power Company
Ohio Power Company
Wheeling Power Company
File No. 70-
Gentlemen:
I have acted as counsel for American Electric Power Company, Inc.
("American") and certain of its subsidiaries in the above-
captioned matter, which involves the short-term financing program
for American, AEP Generating Company ("Generating"), Appalachian
Power Company ("Appalachian"), Columbus Southern Power Company
("Columbus"), Indiana Michigan Power Company ("Indiana"),
Kentucky Power Company ("Kentucky"), Kingsport Power Company
("Kingsport"), Ohio Power Company ("Ohio") and Wheeling Power
Company ("Wheeling") for the period from January 1, 1996, through
December 31, 2000. The proposed short-term financing program of
American, Appalachian, Columbus, Indiana, Kentucky and Ohio
involves the issuance, reissuance and sale of short-term debt, in
the form of notes to banks and commercial paper to one or more
dealers in commercial paper for resale, in aggregate amounts not
to exceed $150,000,000; $250,000,000; $175,000,000; $175,000,000;
$150,000,000; and $250,000,000, respectively, outstanding at any
one time, from time to time subsequent to December 31, 1995, and
prior to January 1, 2001. The proposed short-term financing
program of Generating, Kingsport, and Wheeling involves the
issuance, reissuance and sale of short-term debt in the form of
notes to banks in aggregate amounts not to exceed $100,000,000;
$30,000,000; and $30,000,000, respectively, outstanding at any
one time, from time to time subsequent to December 31, 1995, and
prior to January 1, 2001.
In connection with my review of the above-described and proposed
transactions, I have examined, among other things, the
Application or Declaration on Form U-1 as filed by American and
its subsidiaries with your Commission under the Public Utility
Holding Company Act of 1935; and the resolutions proposed to be
adopted by the Boards of Directors of American, Generating,
Appalachian, Columbus, Indiana, Kentucky, Kingsport, Ohio and
Wheeling authorizing the proposed short-term financing program
and the filing of all necessary applications for regulatory
approvals in connection therewith.
In my opinion, if said Application or Declaration on Form U-1 as
filed with your Commission is granted or permitted to become
effective, if all necessary actions are taken by the Boards of
Directors of American, Generating, Appalachian, Columbus,
Indiana, Kentucky, Kingsport, Ohio and Wheeling, and if the
proposed transactions are consummated in accordance with said
Application or Declaration on Form U-1: (a) all state laws
applicable to the proposed transactions will have been complied
with; (b) American, Appalachian, Columbus, Indiana, Kentucky and
Ohio, the proposed issuers of the notes to banks and the
commercial paper, are validly organized and duly existing
corporations and such notes to banks and such commercial paper
will be valid and binding obligations of American, Appalachian,
Columbus, Indiana, Kentucky and Ohio in accordance with their
terms; (c) Generating, Kingsport and Wheeling, the proposed
issuers of the notes to banks, are validly organized and duly
existing corporations and such notes to banks will be valid and
binding obligations of Generating, Kingsport and Wheeling in
accordance with their terms; and (d) the consummation of the
proposed transactions will not violate the legal rights of the
holders of any securities issued by American, Appalachian,
Generating, Columbus, Indiana, Kentucky, Kingsport, Ohio and
Wheeling, or by any associate company of any of them.
I consent to the use of this opinion as part of the above-
mentioned Application or Declaration on Form U-1.
Very truly yours,
Ann B. Graf
Counsel for
American Electric Power Company, Inc.
AEP Generating Company
Appalachian Power Company
Columbus Southern Power Company
Indiana Michigan Power Company
Kentucky Power Company
Kingsport Power Company
Ohio Power Company
Wheeling Power Company
[95FN0015.AEP]
<PAGE>
<PAGE>
EXHIBIT G
UNITED STATES OF AMERICA
before the
SECURITIES AND EXCHANGE COMMISSION
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Release No. ______ / , 1995
:
In the Matter of :
:
AMERICAN ELECTRIC POWER COMPANY, INC., et al.:
1 Riverside Plaza :
Columbus, Ohio 43215 :
:
( ) :
:
NOTICE OF PROPOSED ISSUANCE AND SALE OF SHORT-TERM NOTES
American Electric Power Company, Inc. ("American"), a registered
holding company, and its subsidiaries, AEP Generating Company
("Generating"), Appalachian Power Company ("Appalachian"),
Columbus Southern Power Company ("Columbus"), Indiana Michigan
Power Company ("Indiana"), Kentucky Power Company ("Kentucky"),
Kingsport Power Company ("Kingsport"), Ohio Power Company
("Ohio") and Wheeling Power Company ("Wheeling") (collectively
the "Companies"), have filed a proposal with this Commission
pursuant to Sections 6(a) and 6(b) of the Public Utility Holding
Company Act of 1935 ("Act") and Rules 45 and 54 under the Act.
During the period beginning January 1, 1996, and ending December
31, 2000, American, Appalachian, Columbus, Indiana, Kentucky and
Ohio propose to issue and sell short-term notes to banks and
commercial paper to dealers in aggregate principal amounts not to
exceed $150 million, $250 million, $175 million, $175 million,
$150 million and $250 million, respectively, outstanding at any
one time. Generating, Kingsport and Wheeling propose to issue
and sell short-term notes to banks in aggregate principal amounts
not to exceed $100 million, $30 million and $30 million,
respectively, outstanding at any one time during such period.
All bank notes will mature not more than 270 days after the date
of issuance or renewal. None will mature later than June 30,
2001. The notes to banks will be sold through various credit
arrangements, including revolving credit agreements or shared
lines of credit with different terms. Fees and balances for
credit arrangements are borne by the Companies in proportion to
their respective projected maximum need for such credit. With
such fees and with balances maintained solely to fulfill
borrowing requirements, no credit arrangement would result in an
effective cost of borrowing exceeding 125% of the prime
commercial rate in effect from time to time, or not more than
10.94% based on a prime rate of 8.75%.
The commercial paper notes to be sold by American, Appalachian,
Columbus, Indiana, Kentucky and Ohio will not be prepayable, will
have varying maturities not in excess of 270 days, and will be
sold directly to a dealer at a discount not in excess of the
discount rate per annum prevailing at the time of issuance for
commercial paper of comparable quality and maturity.
The proceeds from the borrowings by American, Appalachian,
Generating, Columbus, Indiana, Kentucky, Kingsport, Ohio, and
Wheeling will be used to pay their general obligations including
expenditures incurred in their various construction projects, and
for other corporate purposes.
The proposal and any amendments thereto are available for public
inspection through the Commission's Office of Public Reference.
Interested persons wishing to comment or request a hearing should
submit their views in writing by October ____, 1995, to the
Secretary, Securities and Exchange Commission, Washington, D.C.
20549, and serve a copy on the applicant at the address specified
above. Proof of service (by affidavit or, in the case of an
attorney at law, by certificate) should be filed with the
request. Any request for a hearing shall identify specifically
the issues of fact or law that are disputed. A person who so
requests will be notified of any hearing, if ordered, and will
receive a copy of any notice or order issued in this matter.
After said date, the proposal, as filed or as amended, may be
authorized.
For the Commission, by the Office of Public Utility Regulation,
pursuant to delegated authority.
Jonathan G. Katz
Secretary
[95FN0016.AEP]
<PAGE>
<PAGE>
<TABLE>
AMERICAN ELECTRIC POWER COMPANY, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF INCOME
(in thousands, except per-share amounts)
(UNAUDITED)
<CAPTION>
Twelve Months
Ended June 30, 1995
<S> <C>
OPERATING REVENUES. . . . . . . . . $5,389,434
OPERATING EXPENSES:
Fuel and Purchased Power. . . . . . . . 1,581,895
Other Operation . . . . . . . . . . . . 1,055,527
Maintenance . . . . . . . . . . . . . . 530,781
Depreciation and Amortization . . . . . . . 585,167
Taxes Other Than Federal Income Taxes . . 493,333
Federal Income Taxes. . . . . . . . . . . .218,683
TOTAL OPERATING EXPENSES. . . . 4,465,386
OPERATING INCOME. . . . . . . . . . . . . . 924,048
NONOPERATING INCOME:
Deferred Zimmer Plant Carrying Charges
(net of tax). . . . . . . . . . . . . . 3,775
Other . . . . . . . . . . . . . . . . . . . 11,634
TOTAL NONOPERATING INCOME . . . . . 15,409
INCOME BEFORE INTEREST CHARGES AND
PREFERRED DIVIDENDS . . . . . . . . . . . 939,457
INTEREST CHARGES. . . . . . . . . . . . . . 395,525
PREFERRED STOCK DIVIDEND
REQUIREMENTS OF SUBSIDIARIES. . . . . . . . 56,339
NET INCOME. . . . . . . . . . . . . . . . $487,593
AVERAGE NUMBER OF SHARES OUTSTANDING. . . . . 185,145
EARNINGS PER SHARE. . . . . . . . . . . . . . $2.63
CASH DIVIDENDS PAID PER SHARE . . . . . . . . $2.40
CONSOLIDATED STATEMENT OF RETAINED EARNINGS
(UNAUDITED)
Twelve Months Ended
June 30, 1995
BALANCE AT BEGINNING OF PERIOD. . . . . . . . $1,304,036
NET INCOME. . . . . . . . . . . . . . . . . . . 487,593
DEDUCTIONS:
Cash Dividends Declared . . . . . . . . . . . 444,151
Other . . . . . . . . . . . . . . . . . . . . 218
BALANCE AT END OF PERIOD. . . . . . . . . . . .$1,347,260
/TABLE
<PAGE>
<PAGE>
<TABLE>
AMERICAN ELECTRIC POWER COMPANY, INC.
AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
<CAPTION>
June 30, 1995
(in thousands)
ASSETS
<S> <C>
ELECTRIC UTILITY PLANT:
Production . . . . . . . . . . . . . . . . . . $ 9,221,368
Transmission . . . . . . . . . . . . . . . . . 3,290,181
Distribution . . . . . . . . . . . . . . . . . 4,053,712
General (including mining assets and nuclear fuel) 1,460,057
Construction Work in Progress. . . . . . . . . 282,223
Total Electric Utility Plant . . . . . 18,307,541
Accumulated Depreciation and Amortization. . . 6,955,693
NET ELECTRIC UTILITY PLANT . . . . . . 11,351,848
OTHER PROPERTY AND INVESTMENTS . . . . . . . . . 763,934
CURRENT ASSETS:
Cash and Cash Equivalents. . . . . . . . . . . 129,198
Accounts Receivable. . . . . . . . . . . . . . 459,935
Allowance for Uncollectible Accounts . . . . . (7,236)
Fuel . . . . . . . . . . . . . . . . . . . . . 341,474
Materials and Supplies . . . . . . . . . . . . 221,276
Accrued Utility Revenues . . . . . . . . . . . 155,301
Prepayments and Other. . . . . . . . . . . . . 146,665
TOTAL CURRENT ASSETS . . . . . . . . . 1,446,613
REGULATORY ASSETS. . . . . . . . . . . . . . . . 2,129,235
DEFERRED CHARGES . . . . . . . . . . . . . . . . 269,038
TOTAL. . . . . . . . . . . . . . . . . $15,960,668
/TABLE
<PAGE>
<PAGE>
<TABLE>
AMERICAN ELECTRIC POWER COMPANY, INC.
AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
<CAPTION>
June 30, 1995
(in thousands)
CAPITALIZATION AND LIABILITIES
<S> <C>
CAPITALIZATION:
Common Stock-Par Value $6.50:
1995
Shares Authorized . . . .300,000,000
Shares Issued . . . . . .194,934,992
(8,999,992 shares were held in treasury)....... $ 1,267,077
Paid-in Capital.................................. 1,650,719
Retained Earnings................................ 1,347,260
Total Common Shareholders' Equity........ 4,265,056
Cumulative Preferred Stocks of Subsidiaries:
Not Subject to Mandatory Redemption............ 233,240
Subject to Mandatory Redemption................ 590,300
Long-term Debt................................... 4,731,543
TOTAL CAPITALIZATION..................... 9,820,139
OTHER NONCURRENT LIABILITIES....................... 788,189
CURRENT LIABILITIES:
Long-term Debt Due Within One Year............... 349,353
Short-term Debt.................................. 430,875
Accounts Payable................................. 164,712
Taxes Accrued.................................... 284,895
Interest Accrued................................. 85,856
Obligations Under Capital Leases ................ 87,937
Other............................................ 312,046
TOTAL CURRENT LIABILITIES................ 1,715,674
DEFERRED INCOME TAXES.............................. 2,644,540
DEFERRED INVESTMENT TAX CREDITS................... 444,048
DEFERRED GAIN ON SALE AND LEASEBACK -
ROCKPORT PLANT UNIT 2............................ 407,794
DEFERRED CREDITS................................... 140,284
TOTAL.................................. $15,960,668
/TABLE
<PAGE>
<PAGE>
<TABLE>
AEP GENERATING COMPANY
STATEMENT OF INCOME
(UNAUDITED)
<CAPTION>
Twelve Months Ended
June 30,
1995
(in thousands)
<S> <C>
OPERATING REVENUES. . . . . . . . . . . . $230,604
OPERATING EXPENSES:
Fuel. . . . . . . . . . . . . . . . . . 97,586
Rent - Rockport Plant Unit 2. . . . . . 65,778
Other Operation . . . . . . . . . . . . 11,372
Maintenance . . . . . . . . . . . . . . 11,145
Depreciation. . . . . . . . . . . . . . 21,633
Taxes Other Than Federal Income Taxes . 4,121
Federal Income Taxes. . . . . . . . . . 3,463
TOTAL OPERATING EXPENSES. . . . 215,098
OPERATING INCOME. . . . . . . . . . . . . 15,506
NONOPERATING INCOME . . . . . . . . . . . 3,549
INCOME BEFORE INTEREST CHARGES. . . . . . 19,055
INTEREST CHARGES. . . . . . . . . . . . . 9,659
NET INCOME. . . . . . . . . . . . . . . . $ 9,396
STATEMENT OF RETAINED EARNINGS
(UNAUDITED)
Twelve Months Ended
June 30,
1995
(in thousands)
BALANCE AT BEGINNING OF PERIOD. . . . . . $1,185
NET INCOME. . . . . . . . . . . . . . . . 9,396
CASH DIVIDENDS DECLARED . . . . . . . . . 6,260
BALANCE AT END OF PERIOD. . . . . . . . . $4,321
The common stock of the Company is wholly owned by
American Electric Power Company, Inc.
/TABLE
<PAGE>
<PAGE>
<TABLE>
AEP GENERATING COMPANY
BALANCE SHEET
(UNAUDITED)
<CAPTION>
June 30,
1995
(in thousands)
ASSETS
<S> <C>
ELECTRIC UTILITY PLANT:
Production . . . . . . . . . . . . . . . . . . . $628,386
General. . . . . . . . . . . . . . . . . . . . . 2,922
Construction Work in Progress. . . . . . . . . . 973
Total Electric Utility Plant . . . . . . 632,281
Accumulated Depreciation . . . . . . . . . . . . 208,138
NET ELECTRIC UTILITY PLANT . . . . . . . 424,143
CURRENT ASSETS:
Cash and Cash Equivalents. . . . . . . . . . . . 3
Accounts Receivable. . . . . . . . . . . . . . . 20,710
Fuel . . . . . . . . . . . . . . . . . . . . . . 19,455
Materials and Supplies . . . . . . . . . . . . . 4,097
Prepayments. . . . . . . . . . . . . . . . . . . 367
TOTAL CURRENT ASSETS . . . . . . . . . . 44,632
REGULATORY ASSETS. . . . . . . . . . . . . . . . . 11,038
DEFERRED CHARGES . . . . . . . . . . . . . . . . . 13,082
TOTAL. . . . . . . . . . . . . . . . . $492,895
/TABLE
<PAGE>
<PAGE>
<TABLE>
AEP GENERATING COMPANY
BALANCE SHEET
(UNAUDITED)
<CAPTION>
June 30,
1995
(in thousands)
CAPITALIZATION AND LIABILITIES
<S> <C>
CAPITALIZATION:
Common Stock - Par Value $1,000:
Authorized and Outstanding - 1,000 Shares. . . $ 1,000
Paid-in Capital. . . . . . . . . . . . . . . . . 47,735
Retained Earnings. . . . . . . . . . . . . . . . 4,321
Total Common Shareholder's Equity. . . . 53,056
Long-term Debt . . . . . . . . . . . . . . . . . 53,416
TOTAL CAPITALIZATION . . . . . . . . . . 106,472
OTHER NONCURRENT LIABILITIES . . . . . . . . . . . 2,043
CURRENT LIABILITIES:
Long-term Debt Due Within One Year . . . . . . . 55,000
Short-term Debt - Notes Payable. . . . . . . . . 9,700
Accounts Payable . . . . . . . . . . . . . . . . 6,349
Taxes Accrued. . . . . . . . . . . . . . . . . . 4,437
Interest Accrued . . . . . . . . . . . . . . . . 2,956
Rent Accrued - Rockport Plant Unit 2 . . . . . . 4,963
Other. . . . . . . . . . . . . . . . . . . . . . 2,384
TOTAL CURRENT LIABILITIES. . . . . . . . 85,789
DEFERRED GAIN ON SALE AND LEASEBACK -
ROCKPORT PLANT UNIT 2. . . . . . . . . . . . . . 207,310
DEFERRED INVESTMENT TAX CREDITS. . . . . . . . . . 78,780
DEFERRED INCOME TAXES. . . . . . . . . . . . . . . 12,501
TOTAL. . . . . . . . . . . . . . . . . $492,895
/TABLE
<PAGE>
<PAGE>
<TABLE>
APPALACHIAN POWER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
<CAPTION>
Twelve Months Ended
June 30,
1995
(in thousands)
<S> <C>
OPERATING REVENUES . . . . . . . . . . . $1,475,016
OPERATING EXPENSES:
Fuel . . . . . . . . . . . . . . . . . 356,145
Purchased Power. . . . . . . . . . . . 281,066
Other Operation. . . . . . . . . . . . 207,545
Maintenance. . . . . . . . . . . . . . 132,522
Depreciation and Amortization. . . . . 131,438
Taxes Other Than Federal Income Taxes. 116,395
Federal Income Taxes . . . . . . . . . 45,308
TOTAL OPERATING EXPENSES . . . 1,270,419
OPERATING INCOME . . . . . . . . . . . . 204,597
NONOPERATING LOSS. . . . . . . . . . . . (5,812)
INCOME BEFORE INTEREST CHARGES . . . . . 198,785
INTEREST CHARGES . . . . . . . . . . . . 102,557
NET INCOME . . . . . . . . . . . . . . . 96,228
PREFERRED STOCK DIVIDEND REQUIREMENTS. . 16,581
EARNINGS APPLICABLE TO COMMON STOCK. . . $ 79,647
CONSOLIDATED STATEMENT OF RETAINED EARNINGS
(UNAUDITED)
Twelve Months Ended
June 30,
1995
(in thousands)
BALANCE AT BEGINNING OF PERIOD . . . . . $222,835
NET INCOME . . . . . . . . . . . . . . . 96,228
DEDUCTIONS:
Cash Dividends Declared:
Common Stock . . . . . . . . . . . . 107,488
Cumulative Preferred Stock . . . . . 15,677
Capital Stock Expense. . . . . . . . . 733
BALANCE AT END OF PERIOD . . . . . . . . $195,165 <PAGE>
The common stock of the Company is wholly owned by American
Electric Power Company, Inc.
/TABLE
<PAGE>
<PAGE>
<TABLE>
APPALACHIAN POWER COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
<CAPTION>
June 30, 1995
(in thousands)
ASSETS
<S> <C>
ELECTRIC UTILITY PLANT:
Production......................................... $1,854,672
Transmission....................................... 1,031,271
Distribution....................................... 1,366,009
General............................................ 163,652
Construction Work in Progress...................... 60,920
Total Electric Utility Plant............... 4,476,524
Accumulated Depreciation and Amortization.......... 1,663,212
NET ELECTRIC UTILITY PLANT................. 2,813,312
OTHER PROPERTY AND INVESTMENTS....................... 30,781
CURRENT ASSETS:
Cash and Cash Equivalents.......................... 5,041
Accounts Receivable................................ 128,033
Allowance for Uncollectible Accounts............... (1,978)
Fuel............................................... 82,259
Materials and Supplies............................. 49,599
Accrued Utility Revenues........................... 42,303
Prepayments........................................ 17,563
TOTAL CURRENT ASSETS ...................... 322,820
REGULATORY ASSETS.................................... 435,209
DEFERRED CHARGES..................................... 59,754
TOTAL.................................... $3,661,876
/TABLE
<PAGE>
<PAGE>
<TABLE>
APPALACHIAN POWER COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
<CAPTION>
June 30, 1995
(in thousands)
CAPITALIZATION AND LIABILITIES
<S> <C>
CAPITALIZATION:
Common Stock - No Par Value:
Authorized - 30,000,000 Shares
Outstanding - 13,499,500 Shares............... $ 260,458
Paid-in Capital.................................. 509,683
Retained Earnings................................ 195,165
Total Common Shareholder's Equity........ 965,306
Cumulative Preferred Stock:
Not Subject to Mandatory Redemption............ 55,000
Subject to Mandatory Redemption................ 190,300
Long-term Debt................................... 1,278,163
TOTAL CAPITALIZATION..................... 2,488,769
OTHER NONCURRENT LIABILITIES....................... 82,492
CURRENT LIABILITIES:
Long-term Debt Due Within One Year............... 7,251
Short-term Debt.................................. 112,475
Accounts Payable................................. 77,540
Taxes Accrued.................................... 38,537
Customer Deposits................................ 14,395
Interest Accrued................................. 17,581
Other............................................ 69,301
TOTAL CURRENT LIABILITIES................ 337,080
DEFERRED INCOME TAXES.............................. 646,736
DEFERRED INVESTMENT TAX CREDITS.................... 75,616
DEFERRED CREDITS................................... 31,183
TOTAL.................................. $3,661,876
/TABLE
<PAGE>
<PAGE>
<TABLE>
COLUMBUS SOUTHERN POWER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
<CAPTION>
Twelve Months Ended
June 30, 1995
(in thousands)
<S> <C>
OPERATING REVENUES............................ $1,021,738
OPERATING EXPENSES:
Fuel........................................ 190,610
Purchased Power............................. 132,994
Other Operation............................. 177,843
Maintenance................................. 73,010
Depreciation................................ 84,316
Amortization of Zimmer Plant Phase-in Costs. 31,816
Taxes Other Than Federal Income Taxes...... 105,420
Federal Income Taxes........................ 44,236
TOTAL OPERATING EXPENSES............ 840,245
OPERATING INCOME.............................. 181,493
NONOPERATING INCOME:
Deferred Zimmer Plant Carrying Charges (net of tax) 3,775
Other....................................... 1,138
TOTAL NONOPERATING INCOME........... 4,913
INCOME BEFORE INTEREST CHARGES................ 186,406
INTEREST CHARGES.............................. 80,380
NET INCOME.................................... 106,026 <PAGE>
PREFERRED STOCK DIVIDEND REQUIREMENTS......... 12,813
EARNINGS APPLICABLE TO COMMON STOCK........... $ 93,213
CONSOLIDATED STATEMENT OF RETAINED EARNINGS
(UNAUDITED)
Twelve Months Ended
June 30,
1995
(in thousands)
BALANCE AT BEGINNING OF PERIOD................. $ 27,895
NET INCOME (LOSS).............................. 106,026
DEDUCTIONS:
Cash Dividends Declared:
Common Stock............................... 70,344
Cumulative Preferred Stock................ 12,813
Capital Stock Expense........................ 139
BALANCE AT END OF PERIOD....................... $ 50,625
The common stock of the Company is wholly owned by American
Electric Power Company, Inc.
/TABLE
<PAGE>
<PAGE>
<TABLE>
COLUMBUS SOUTHERN POWER COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
<CAPTION>
June 30, 1995
(in thousands)
ASSETS
<S> <C>
ELECTRIC UTILITY PLANT:
Production.......................................... $1,468,418
Transmission........................................ 308,331
Distribution........................................ 817,155
General............................................. 115,006
Construction Work in Progress....................... 66,296
Total Electric Utility Plant................ 2,775,206
Accumulated Depreciation............................ 918,892
NET ELECTRIC UTILITY PLANT.................. 1,856,314
OTHER PROPERTY AND INVESTMENTS........................ 26,269
CURRENT ASSETS:
Cash and Cash Equivalents........................... 10,644
Accounts Receivable................................. 52,272
Allowance for Uncollectible Accounts................ (2,876)
Fuel................................................ 27,482
Materials and Supplies.............................. 23,118
Accrued Utility Revenues............................ 35,260
Prepayments and Other............................... 42,684
TOTAL CURRENT ASSETS........................ 188,584
REGULATORY ASSETS..................................... 458,128
DEFERRED CHARGES...................................... 35,854
TOTAL..................................... $2,565,149
/TABLE
<PAGE>
<PAGE>
<TABLE>
COLUMBUS SOUTHERN POWER COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
<CAPTION>
June 30, 1995
(in thousands)
CAPITALIZATION AND LIABILITIES
<S> <C>
CAPITALIZATION:
Common Stock - No Par Value:
Authorized - 24,000,000 Shares
Outstanding - 16,410,426 Shares.................. $ 41,026
Paid-in Capital.................................... 565,742
Retained Earnings.................................. 50,625
Total Common Shareholder's Equity.......... 657,393
Cumulative Preferred Stock - Subject to
Mandatory Redemption............................. 150,000
Long-term Debt..................................... 917,836
TOTAL CAPITALIZATION....................... 1,725,229
OTHER NONCURRENT LIABILITIES......................... 40,252
CURRENT LIABILITIES:
Long-term Debt Due Within One Year................. 30,000
Short-term Debt.................................... 72,175
Accounts Payable................................... 42,625
Taxes Accrued...................................... 65,959
Interest Accrued................................... 18,120
Other.............................................. 25,753
TOTAL CURRENT LIABILITIES.................. 254,632
DEFERRED INCOME TAXES................................ 462,414
DEFERRED INVESTMENT TAX CREDITS...................... 62,759
DEFERRED CREDITS..................................... 19,863
TOTAL.................................... $2,565,149
/TABLE
<PAGE>
<PAGE>
<TABLE>
INDIANA MICHIGAN POWER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
<CAPTION>
Twelve Months Ended
June 30,
1995
(in thousands)
<S> <C>
OPERATING REVENUES................................ $1,238,281
OPERATING EXPENSES:
Fuel............................................ 221,413
Purchased Power................................. 104,415
Other Operation................................. 294,979
Maintenance..................................... 130,990
Depreciation and Amortization................... 137,187
Amortization of Rockport Plant Unit 1
Phase-in Plan Deferrals....................... 15,644
Taxes Other Than Federal Income Taxes........... 71,419
Federal Income Taxes............................ 46,372
TOTAL OPERATING EXPENSES................ 1,022,419
OPERATING INCOME.................................. 215,862
NONOPERATING INCOME............................... 3,330
INCOME BEFORE INTEREST CHARGES.................... 219,192
INTEREST CHARGES.................................. 71,810
NET INCOME........................................ 147,382
PREFERRED STOCK DIVIDEND REQUIREMENTS............. 11,577
EARNINGS APPLICABLE TO COMMON STOCK............... $ 135,805
CONSOLIDATED STATEMENT OF RETAINED EARNINGS
(UNAUDITED)
Twelve Months Ended
June 30,
1995
(in thousands)
BALANCE AT BEGINNING OF PERIOD................... $200,611
NET INCOME....................................... 147,382
DEDUCTIONS:
Cash Dividends Declared:
Common Stock................................. 108,730
Cumulative Preferred Stock................... 11,560
Capital Stock Expense.......................... 198
BALANCE AT END OF PERIOD......................... $227,505
The common stock of the Company is wholly owned by
American Electric Power Company, Inc.
/TABLE
<PAGE>
<PAGE>
<TABLE>
INDIANA MICHIGAN POWER COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
<CAPTION>
June 30, 1995
(in thousands)
ASSETS
<S> <C>
ELECTRIC UTILITY PLANT:
Production........................................ $2,511,916
Transmission...................................... 865,079
Distribution...................................... 651,476
General (including nuclear fuel).................. 183,030
Construction Work in Progress..................... 71,612
Total Electric Utility Plant.............. 4,283,113
Accumulated Depreciation and Amortization......... 1,710,903
NET ELECTRIC UTILITY PLANT................ 2,572,210
NUCLEAR DECOMMISSIONING AND SPENT NUCLEAR
FUEL DISPOSAL TRUST FUNDS......................... 389,351
OTHER PROPERTY AND INVESTMENTS...................... 136,456
CURRENT ASSETS:
Cash and Cash Equivalents......................... 55,416
Accounts Receivable............................... 124,274
Allowance for Uncollectible Accounts.............. (232)
Fuel.............................................. 33,114
Materials and Supplies............................ 62,541
Accrued Utility Revenues.......................... 43,202
Prepayments....................................... 13,588
TOTAL CURRENT ASSETS...................... 331,903
REGULATORY ASSETS................................... 549,229
DEFERRED CHARGES.................................... 52,822
TOTAL................................... $4,031,971
/TABLE
<PAGE>
<PAGE>
<TABLE>
INDIANA MICHIGAN POWER COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
<CAPTION>
June 30, 1995
(in thousands)
CAPITALIZATION AND LIABILITIES
<S> <C>
CAPITALIZATION:
Common Stock - No Par Value:
Authorized - 2,500,000 Shares
Outstanding - 1,400,000 Shares.................. $ 56,584
Paid-in Capital.................................... 734,511
Retained Earnings.................................. 227,505
Total Common Shareholder's Equity.......... 1,018,600
Cumulative Preferred Stock:
Not Subject to Mandatory Redemption.............. 52,000
Subject to Mandatory Redemption.................. 135,000
Long-term Debt..................................... 1,034,849
TOTAL CAPITALIZATION....................... 2,240,449
OTHER NONCURRENT LIABILITIES:
Nuclear Decommissioning............................ 244,763
Other.............................................. 172,409
TOTAL OTHER NONCURRENT LIABILITIES......... 417,172
CURRENT LIABILITIES:
Long-term Debt Due Within One Year................. 90,000
Short-term Debt - Commercial Paper................. 69,250
Accounts Payable................................... 35,065
Taxes Accrued...................................... 55,688
Interest Accrued................................... 17,706
Obligations Under Capital Leases................... 30,700
Other.............................................. 76,822
TOTAL CURRENT LIABILITIES.................. 375,231
DEFERRED INCOME TAXES................................ 622,451
DEFERRED INVESTMENT TAX CREDITS...................... 167,461
DEFERRED GAIN ON SALE AND LEASEBACK -
ROCKPORT PLANT UNIT 2.............................. 200,484
DEFERRED CREDITS..................................... 8,723
TOTAL.................................... $4,031,971
/TABLE
<PAGE>
<PAGE>
<TABLE>
KENTUCKY POWER COMPANY
STATEMENT OF INCOME
(UNAUDITED)
<CAPTION>
Twelve Months Ended
June 30,
1995
(in thousands)
<S> <C>
OPERATING REVENUES. . . . . . . . . . . . $302,331
OPERATING EXPENSES:
Fuel. . . . . . . . . . . . . . . . . . 63,388
Purchased Power . . . . . . . . . . . . 90,183
Other Operation . . . . . . . . . . . . 42,677
Maintenance . . . . . . . . . . . . . . 28,118
Depreciation. . . . . . . . . . . . . . 23,713
Taxes Other Than Federal Income Taxes . 7,577
Federal Income Tax Expense. . . . . . . 1,368
TOTAL OPERATING EXPENSES. . . . 257,024
OPERATING INCOME. . . . . . . . . . . . . 45,307
NONOPERATING LOSS . . . . . . . . . . . . (77)
INCOME BEFORE INTEREST CHARGES. . . . . . 45,230
INTEREST CHARGES. . . . . . . . . . . . . 22,183
NET INCOME. . . . . . . . . . . . . . . . $ 23,047
STATEMENT OF RETAINED EARNINGS
(UNAUDITED)
Twelve Months Ended
June 30,
1995
(in thousands)
BALANCE AT BEGINNING OF PERIOD. . . . . . $87,186
NET INCOME. . . . . . . . . . . . . . . . 23,047
CASH DIVIDENDS DECLARED . . . . . . . . . 22,158
BALANCE AT END OF PERIOD. . . . . . . . . $88,075
The common stock of the Company is wholly owned by
American Electric Power Company, Inc.
/TABLE
<PAGE>
<PAGE>
<TABLE>
KENTUCKY POWER COMPANY
BALANCE SHEET
(UNAUDITED)
<CAPTION>
June 30,
1995
(in thousands)
ASSETS
<S> <C>
ELECTRIC UTILITY PLANT:
Production . . . . . . . . . . . . . . . . . . . . $226,380
Transmission . . . . . . . . . . . . . . . . . . . 261,063
Distribution . . . . . . . . . . . . . . . . . . . 302,035
General. . . . . . . . . . . . . . . . . . . . . . 57,695
Construction Work in Progress. . . . . . . . . . . 16,865
Total Electric Utility Plant . . . . . . . 864,038
Accumulated Depreciation and Amortization. . . . . 265,602
NET ELECTRIC UTILITY PLANT . . . . . . . . 598,436
OTHER PROPERTY AND INVESTMENTS . . . . . . . . . . . 6,505
CURRENT ASSETS:
Cash and Cash Equivalents. . . . . . . . . . . . . 851
Accounts Receivable. . . . . . . . . . . . . . . . 22,719
Allowance for Uncollectible Accounts . . . . . . . (438)
Fuel . . . . . . . . . . . . . . . . . . . . . . . 10,972
Material and Supplies. . . . . . . . . . . . . . . 9,877
Accrued Utility Revenues . . . . . . . . . . . . . 4,910
Prepayments. . . . . . . . . . . . . . . . . . . . 2,233
TOTAL CURRENT ASSETS . . . . . . . . . . . 51,124
REGULATORY ASSETS. . . . . . . . . . . . . . . . . . 79,173
DEFERRED CHARGES . . . . . . . . . . . . . . . . . . 9,176
TOTAL. . . . . . . . . . . . . . . . . . $744,414
/TABLE
<PAGE>
<PAGE>
<TABLE>
KENTUCKY POWER COMPANY
BALANCE SHEET
(UNAUDITED)
<CAPTION>
June 30,
1995
(in thousands)
CAPITALIZATION AND LIABILITIES
<S> <C>
CAPITALIZATION:
Common Stock - $50 Par Value:
Authorized - 2,000,000 Shares
Outstanding - 1,009,000 Shares . . . . . . . . . $ 50,450
Paid-in Capital. . . . . . . . . . . . . . . . . . 68,750
Retained Earnings. . . . . . . . . . . . . . . . . 88,075
Total Common Shareholder's Equity. . . . . 207,275
First Mortgage Bonds . . . . . . . . . . . . . . . 224,191
Subordinated Debentures. . . . . . . . . . . . . . 38,835
TOTAL CAPITALIZATION . . . . . . . . . . . 470,301
OTHER NONCURRENT LIABILITIES . . . . . . . . . . . . 12,359
CURRENT LIABILITIES:
Long-term Debt Due Within One Year . . . . . . . . 29,436
Short-term Debt. . . . . . . . . . . . . . . . . . 26,900
Accounts Payable . . . . . . . . . . . . . . . . . 15,694
Customer Deposits. . . . . . . . . . . . . . . . . 3,981
Taxes Accrued. . . . . . . . . . . . . . . . . . . 5,737
Interest Accrued . . . . . . . . . . . . . . . . . 5,768
Other. . . . . . . . . . . . . . . . . . . . . . . 11,442
TOTAL CURRENT LIABILITIES. . . . . . . . . 98,958
DEFERRED INCOME TAXES. . . . . . . . . . . . . . . . 142,722
DEFERRED INVESTMENT TAX CREDITS. . . . . . . . . . . 14,803
DEFERRED CREDITS . . . . . . . . . . . . . . . . . . 5,271
TOTAL. . . . . . . . . . . . . . . . . . $744,414
/TABLE
<PAGE>
<PAGE>
<TABLE>
KINGSPORT POWER COMPANY
STATEMENT OF INCOME
(UNAUDITED)
<CAPTION>
Twelve Months Ended
June 30,
1995
(in thousands)
<S> <C>
OPERATING REVENUES. . . . . . . . . . . . . $78,800
OPERATING EXPENSES:
Purchased Power - Affiliated Company. . . 58,438
Other Operation . . . . . . . . . . . . . 6,790
Maintenance . . . . . . . . . . . . . . . 2,472
Depreciation. . . . . . . . . . . . . . . 2,208
Taxes Other Than Federal Income Taxes . . 3,719
Federal Income Taxes. . . . . . . . . . . 200
TOTAL OPERATING EXPENSES. . . . . 73,827
OPERATING INCOME. . . . . . . . . . . . . . 4,973
NONOPERATING INCOME . . . . . . . . . . . . 221
INCOME BEFORE INTEREST CHARGES. . . . . . . 5,194
INTEREST CHARGES. . . . . . . . . . . . . . 2,535
NET INCOME. . . . . . . . . . . . . . . . . $ 2,659
STATEMENT OF RETAINED EARNINGS
(UNAUDITED)
Twelve Months Ended
June 30,
1995
(in thousands)
BALANCE AT BEGINNING OF PERIOD. . . . . . . $5,717
NET INCOME. . . . . . . . . . . . . . . . . 2,659
CASH DIVIDENDS DECLARED . . . . . . . . . . 1,766
BALANCE AT END OF PERIOD. . . . . . . . . . $6,610
The common stock of the Company is wholly owned by
American Electric Power Company, Inc.
/TABLE
<PAGE>
<PAGE>
<TABLE>
KINGSPORT POWER COMPANY
BALANCE SHEET
(UNAUDITED)
<CAPTION>
June 30,
1995
(in thousands)
ASSETS
<S> <C>
ELECTRIC UTILITY PLANT:
Transmission . . . . . . . . . . . . . . . . . . . . $10,358
Distribution . . . . . . . . . . . . . . . . . . . . 56,113
General. . . . . . . . . . . . . . . . . . . . . . . 3,610
Construction Work in Progress. . . . . . . . . . . . 1,748
Total Electric Utility Plant . . . . . . . . 71,829
Accumulated Depreciation . . . . . . . . . . . . . . 24,593
NET ELECTRIC UTILITY PLANT . . . . . . . . . 47,236
OTHER PROPERTY AND INVESTMENTS . . . . . . . . . . . . 154
CURRENT ASSETS:
Cash and Cash Equivalents. . . . . . . . . . . . . . 330
Accounts Receivable (net). . . . . . . . . . . . . . 4,849
Materials and Supplies . . . . . . . . . . . . . . . 515
Accrued Utility Revenues . . . . . . . . . . . . . . 2,525
Prepayments. . . . . . . . . . . . . . . . . . . . . 396
TOTAL CURRENT ASSETS . . . . . . . . . . . . 8,615<PAGE>
REGULATORY ASSETS. . . . . . . . . . . . . . . . . . . 5,433
DEFERRED CHARGES . . . . . . . . . . . . . . . . . . . 593
TOTAL. . . . . . . . . . . . . . . . . . . $62,031
/TABLE
<PAGE>
<PAGE>
<TABLE>
KINGSPORT POWER COMPANY
BALANCE SHEET
(UNAUDITED)
<CAPTION>
June 30,
1995
(in thousands)
CAPITALIZATION AND LIABILITIES
<S> <C>
CAPITALIZATION:
Common Stock - No Par Value:
Authorized - 500,000 Shares
Outstanding - 410,000 Shares . . . . . . . . . . . $ 4,100
Paid-in Capital. . . . . . . . . . . . . . . . . . . 5,800
Retained Earnings. . . . . . . . . . . . . . . . . . 6,610
Total Common Shareholder's Equity. . . . . . 16,510
Long-term Debt - Notes Payable to Banks. . . . . . . 10,000
TOTAL CAPITALIZATION . . . . . . . . . . . . 26,510
OTHER NONCURRENT LIABILITIES . . . . . . . . . . . . . 1,022
CURRENT LIABILITIES:
Long-term Debt Due Within One Year . . . . . . . . . 12,000
Short-term Debt - Notes Payable. . . . . . . . . . . 5,250
Accounts Payable . . . . . . . . . . . . . . . . . . 5,041
Customer Deposits. . . . . . . . . . . . . . . . . . 813
Taxes Accrued. . . . . . . . . . . . . . . . . . . . 836
Other. . . . . . . . . . . . . . . . . . . . . . . . 1,261
TOTAL CURRENT LIABILITIES. . . . . . . . . . 25,201
DEFERRED INCOME TAXES. . . . . . . . . . . . . . . . . 7,880<PAGE>
DEFERRED INVESTMENT TAX CREDITS. . . . . . . . . . . . 1,214
DEFERRED CREDITS . . . . . . . . . . . . . . . . . . . 204
TOTAL. . . . . . . . . . . . . . . . . . . $62,031
/TABLE
<PAGE>
<PAGE>
<TABLE>
OHIO POWER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
<CAPTION>
Twelve Months Ended
June 30,
1995
(in thousands)
<S> <C>
OPERATING REVENUES. . . . . . . . . . . . . . $1,687,136
OPERATING EXPENSES:
Fuel. . . . . . . . . . . . . . . . . . . . 594,927
Purchased Power . . . . . . . . . . . . . . 51,601
Other Operation . . . . . . . . . . . . . . 246,392
Maintenance . . . . . . . . . . . . . . . . 148,688
Depreciation and Amortization . . . . . . . 134,645
Taxes Other Than Federal Income Taxes . . . 179,698
Federal Income Taxes. . . . . . . . . . . . 81,728
TOTAL OPERATING EXPENSES. . . . . . 1,437,679
OPERATING INCOME. . . . . . . . . . . . . . . 249,457
NONOPERATING INCOME . . . . . . . . . . . . . 10,935
INCOME BEFORE INTEREST CHARGES. . . . . . . . 260,392
INTEREST CHARGES. . . . . . . . . . . . . . . 92,437
NET INCOME. . . . . . . . . . . . . . . . . . 167,955
PREFERRED STOCK DIVIDEND REQUIREMENTS . . . . 15,369
EARNINGS APPLICABLE TO COMMON STOCK . . . . . $ 152,586
CONSOLIDATED STATEMENT OF RETAINED EARNINGS
(UNAUDITED)
Twelve Months Ended
June 30,
1995
(in thousands)
BALANCE AT BEGINNING OF PERIOD. . . . . . . . $485,759
NET INCOME. . . . . . . . . . . . . . . . . . 167,955
DEDUCTIONS:
Cash Dividends Declared:
Common Stock. . . . . . . . . . . . . . . 138,948
Cumulative Preferred Stock. . . . . . . . 15,301
Capital Stock Expense . . . . . . . . . . . 135
BALANCE AT END OF PERIOD. . . . . . . . . . . $499,330
The common stock of the Company is wholly owned by
American Electric Power Company, Inc.
/TABLE
<PAGE>
<PAGE>
<PAGE>
<TABLE>
OHIO POWER COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
<CAPTION>
June 30,
1995
(in thousands)
ASSETS
<S> <C>
ELECTRIC UTILITY PLANT:
Production......................................... $2,531,595
Transmission....................................... 792,939
Distribution....................................... 803,671
General (including mining assets).................. 723,724
Construction Work in Progress...................... 61,184
Total Electric Utility Plant............... 4,913,113
Accumulated Depreciation and Amortization.......... 2,064,559
NET ELECTRIC UTILITY PLANT................. 2,848,554
OTHER PROPERTY AND INVESTMENTS....................... 110,764
CURRENT ASSETS:
Cash and Cash Equivalents.......................... 55,568
Accounts Receivable................................ 177,446
Allowance for Uncollectible Accounts............... (1,579)
Fuel............................................... 168,191
Materials and Supplies............................. 70,989
Accrued Utility Revenues........................... 25,228
Prepayments........................................ 62,265
TOTAL CURRENT ASSETS....................... 558,108
REGULATORY ASSETS.................................... 562,786
DEFERRED CHARGES..................................... 96,395
TOTAL.................................... $4,176,607
/TABLE
<PAGE>
<PAGE>
<TABLE>
OHIO POWER COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
<CAPTION>
June 30,
1995
(in thousands)
CAPITALIZATION AND LIABILITIES
<S> <C>
CAPITALIZATION:
Common Stock - No Par Value:
Authorized - 40,000,000 Shares
Outstanding - 27,952,473 Shares................... $ 321,201
Paid-in Capital..................................... 463,100
Retained Earnings................................... 499,330
Total Common Shareholder's Equity........... 1,283,631
Cumulative Preferred Stock:
Not Subject to Mandatory Redemption............... 126,240
Subject to Mandatory Redemption................... 115,000
Long-term Debt...................................... 1,089,253
TOTAL CAPITALIZATION........................ 2,614,124
OTHER NONCURRENT LIABILITIES.......................... 189,510
CURRENT LIABILITIES:
Long-term Debt Due Within One Year.................. 99,667
Short-term Debt..................................... 91,350
Accounts Payable.................................... 80,833
Taxes Accrued....................................... 110,714
Interest Accrued.................................... 22,530
Obligations Under Capital Leases.................... 26,351
Other............................................... 85,051
TOTAL CURRENT LIABILITIES................... 516,496
DEFERRED INCOME TAXES................................. 724,603
DEFERRED INVESTMENT TAX CREDITS....................... 41,476
DEFERRED CREDITS...................................... 90,398
TOTAL..................................... $4,176,607
/TABLE
<PAGE>
<PAGE>
<TABLE>
WHEELING POWER COMPANY
STATEMENT OF INCOME
(UNAUDITED)
<CAPTION>
Twelve Months Ended
June 30,
1995
(in thousands)
<S> <C>
OPERATING REVENUES . . . . . . . . . . . . . . . . $83,068
OPERATING EXPENSES:
Purchased Power - Affiliated Company . . . . . . 61,026
Other Operation. . . . . . . . . . . . . . . . . 8,072
Maintenance. . . . . . . . . . . . . . . . . . . 3,837
Depreciation . . . . . . . . . . . . . . . . . . 2,566
Taxes Other Than Federal Income Taxes. . . . . . 4,801
Federal Income Tax (Credit). . . . . . . . . . . (725)
TOTAL OPERATING EXPENSES . . . . . . . . 79,577
OPERATING INCOME . . . . . . . . . . . . . . . . . 3,491
NONOPERATING LOSS. . . . . . . . . . . . . . . . . (62)
INCOME BEFORE INTEREST CHARGES . . . . . . . . . . 3,429
INTEREST CHARGES . . . . . . . . . . . . . . . . . 2,742
NET INCOME . . . . . . . . . . . . . . . . . . . . $ 687
STATEMENT OF RETAINED EARNINGS
(UNAUDITED)
Twelve Months Ended
June 30,
1995
(in thousands)
BALANCE AT BEGINNING OF PERIOD . . . . . . . . . . $6,961
NET INCOME . . . . . . . . . . . . . . . . . . . . 687
CASH DIVIDENDS DECLARED. . . . . . . . . . . . . . 2,392
BALANCE AT END OF PERIOD . . . . . . . . . . . . . $5,256
The common stock of the Company is wholly owned by
American Electric Power Company, Inc.
/TABLE
<PAGE>
<PAGE>
<TABLE>
WHEELING POWER COMPANY
BALANCE SHEET
(UNAUDITED)
<CAPTION>
June 30,
1995
(in thousands)
ASSETS
<S> <C>
ELECTRIC UTILITY PLANT:
Transmission..................................... $21,139
Distribution..................................... 57,255
General.......................................... 6,812
Construction Work in Progress.................... 2,626
Total Electric Utility Plant............. 87,832
Accumulated Depreciation......................... 34,137
NET ELECTRIC UTILITY PLANT............... 53,695
OTHER PROPERTY AND INVESTMENTS..................... 2,918
CURRENT ASSETS:
Cash and Cash Equivalents........................ 186
Accounts Receivable.............................. 6,629
Allowance for Uncollectible Accounts............. (72)
Materials and Supplies........................... 540
Accrued Utility Revenues......................... 1,874
Prepayments and Other............................ 267
TOTAL CURRENT ASSETS..................... 9,424
REGULATORY ASSETS.................................. 15,433
DEFERRED CHARGES................................... 1,143
TOTAL.................................. $82,613
/TABLE
<PAGE>
<PAGE>
<TABLE>
WHEELING POWER COMPANY
BALANCE SHEET
(UNAUDITED)
<CAPTION>
June 30,
1995
(in thousands)
CAPITALIZATION AND LIABILITIES
<S> <C>
CAPITALIZATION:
Common Stock - No Par Value:
Authorized and Outstanding - 150,000 Shares........ $ 2,428
Paid-in Capital...................................... 12,596
Retained Earnings.................................... 5,256
Total Common Shareholder's Equity............ 20,280
Long-term Debt - Notes Payable to Banks.............. 5,000
TOTAL CAPITALIZATION......................... 25,280
OTHER NONCURRENT LIABILITIES........................... 4,722
CURRENT LIABILITIES:
Long-term Debt Due Within One Year................... 21,000
Short-term Debt - Notes Payable...................... 4,725
Accounts Payable..................................... 5,039
Customer Deposits.................................... 399
Taxes Accrued........................................ 3,178
Interest Accrued..................................... 382
Other................................................ 1,505
TOTAL CURRENT LIABILITIES.................... 36,228
DEFERRED INCOME TAXES.................................. 15,251
DEFERRED INVESTMENT TAX CREDITS........................ 685
DEFERRED CREDITS....................................... 447
TOTAL...................................... $82,613
/TABLE
<PAGE>
<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-31-1994
<PERIOD-END> JUN-30-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 11,351,848
<OTHER-PROPERTY-AND-INVEST> 763,934
<TOTAL-CURRENT-ASSETS> 1,446,613
<TOTAL-DEFERRED-CHARGES> 269,038
<OTHER-ASSETS> 2,129,235
<TOTAL-ASSETS> 15,960,668
<COMMON> 1,267,077
<CAPITAL-SURPLUS-PAID-IN> 1,650,719
<RETAINED-EARNINGS> 1,347,260
<TOTAL-COMMON-STOCKHOLDERS-EQ> 4,265,056
590,300
233,240
<LONG-TERM-DEBT-NET> 4,731,543
<SHORT-TERM-NOTES> 25,625
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 405,250
<LONG-TERM-DEBT-CURRENT-PORT> 349,353
85
<CAPITAL-LEASE-OBLIGATIONS> 307,302
<LEASES-CURRENT> 87,937
<OTHER-ITEMS-CAPITAL-AND-LIAB> 4,964,977
<TOT-CAPITALIZATION-AND-LIAB> 15,960,668
<GROSS-OPERATING-REVENUE> 5,389,434
<INCOME-TAX-EXPENSE> 237,510
<OTHER-OPERATING-EXPENSES> 4,227,876
<TOTAL-OPERATING-EXPENSES> 4,465,386
<OPERATING-INCOME-LOSS> 924,048
<OTHER-INCOME-NET> 15,409
<INCOME-BEFORE-INTEREST-EXPEN> 939,457
<TOTAL-INTEREST-EXPENSE> 395,525
<NET-INCOME> 487,593
56,339<F1>
<EARNINGS-AVAILABLE-FOR-COMM> 487,593
<COMMON-STOCK-DIVIDENDS> 444,151
<TOTAL-INTEREST-ON-BONDS> 270,793
<CASH-FLOW-OPERATIONS> 882,013
<EPS-PRIMARY> $2.63
<EPS-DILUTED> $2.63
<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> 0000857571
<NAME> AEP GENERATING COMPANY
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> JUN-30-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 424,143
<OTHER-PROPERTY-AND-INVEST> 6
<TOTAL-CURRENT-ASSETS> 44,632
<TOTAL-DEFERRED-CHARGES> 13,076
<OTHER-ASSETS> 11,038
<TOTAL-ASSETS> 492,895
<COMMON> 1,000
<CAPITAL-SURPLUS-PAID-IN> 47,735
<RETAINED-EARNINGS> 4,321
<TOTAL-COMMON-STOCKHOLDERS-EQ> 53,056
0
0
<LONG-TERM-DEBT-NET> 53,416
<SHORT-TERM-NOTES> 9,700
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 55,000
0
<CAPITAL-LEASE-OBLIGATIONS> 2,043
<LEASES-CURRENT> 472
<OTHER-ITEMS-CAPITAL-AND-LIAB> 319,208
<TOT-CAPITALIZATION-AND-LIAB> 492,895
<GROSS-OPERATING-REVENUE> 230,604
<INCOME-TAX-EXPENSE> 3,820
<OTHER-OPERATING-EXPENSES> 211,278
<TOTAL-OPERATING-EXPENSES> 215,098
<OPERATING-INCOME-LOSS> 15,506
<OTHER-INCOME-NET> 3,549
<INCOME-BEFORE-INTEREST-EXPEN> 19,055
<TOTAL-INTEREST-EXPENSE> 9,659
<NET-INCOME> 9,396
0
<EARNINGS-AVAILABLE-FOR-COMM> 9,396
<COMMON-STOCK-DIVIDENDS> 6,260
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 13,814
<EPS-PRIMARY> 0<F1>
<EPS-DILUTED> 0<F1>
<FN>
<F1> All common stock owned by parent company; no EPS required.<PAGE>
</FN>
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 0000006879
<NAME> APPALACHIAN POWER COMPANY
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> JUN-30-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 2,813,312
<OTHER-PROPERTY-AND-INVEST> 30,781
<TOTAL-CURRENT-ASSETS> 322,820
<TOTAL-DEFERRED-CHARGES> 59,754
<OTHER-ASSETS> 435,209
<TOTAL-ASSETS> 3,661,876
<COMMON> 260,458
<CAPITAL-SURPLUS-PAID-IN> 509,683
<RETAINED-EARNINGS> 195,165
<TOTAL-COMMON-STOCKHOLDERS-EQ> 965,306
190,300
55,000
<LONG-TERM-DEBT-NET> 1,278,163
<SHORT-TERM-NOTES> 1,575
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 110,900
<LONG-TERM-DEBT-CURRENT-PORT> 7,251
85
<CAPITAL-LEASE-OBLIGATIONS> 36,066
<LEASES-CURRENT> 10,916
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,006,314
<TOT-CAPITALIZATION-AND-LIAB> 3,661,876
<GROSS-OPERATING-REVENUE> 1,475,016
<INCOME-TAX-EXPENSE> 51,957
<OTHER-OPERATING-EXPENSES> 1,218,462
<TOTAL-OPERATING-EXPENSES> 1,270,419
<OPERATING-INCOME-LOSS> 204,597
<OTHER-INCOME-NET> (5,812)
<INCOME-BEFORE-INTEREST-EXPEN> 198,785
<TOTAL-INTEREST-EXPENSE> 102,557
<NET-INCOME> 96,228
16,581
<EARNINGS-AVAILABLE-FOR-COMM> 79,647
<COMMON-STOCK-DIVIDENDS> 107,488
<TOTAL-INTEREST-ON-BONDS> 77,768
<CASH-FLOW-OPERATIONS> 199,057
<EPS-PRIMARY> 0<F1>
<EPS-DILUTED> 0<F1>
<FN>
<F1> All common stock owned by parent company; no EPS required.<PAGE>
</FN>
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 0000022198
<NAME> COLUMBUS SOUTHERN POWER COMPANY
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> JUN-30-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1,856,314
<OTHER-PROPERTY-AND-INVEST> 26,269
<TOTAL-CURRENT-ASSETS> 188,584
<TOTAL-DEFERRED-CHARGES> 35,854
<OTHER-ASSETS> 458,128
<TOTAL-ASSETS> 2,565,149
<COMMON> 41,026
<CAPITAL-SURPLUS-PAID-IN> 565,742
<RETAINED-EARNINGS> 50,625
<TOTAL-COMMON-STOCKHOLDERS-EQ> 657,393
150,000
0
<LONG-TERM-DEBT-NET> 917,836
<SHORT-TERM-NOTES> 500
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 71,675
<LONG-TERM-DEBT-CURRENT-PORT> 30,000
0
<CAPITAL-LEASE-OBLIGATIONS> 21,801
<LEASES-CURRENT> 5,009
<OTHER-ITEMS-CAPITAL-AND-LIAB> 710,935
<TOT-CAPITALIZATION-AND-LIAB> 2,565,149
<GROSS-OPERATING-REVENUE> 1,021,738
<INCOME-TAX-EXPENSE> 44,239
<OTHER-OPERATING-EXPENSES> 796,006
<TOTAL-OPERATING-EXPENSES> 840,245
<OPERATING-INCOME-LOSS> 181,493
<OTHER-INCOME-NET> 4,913
<INCOME-BEFORE-INTEREST-EXPEN> 186,406
<TOTAL-INTEREST-EXPENSE> 80,380
<NET-INCOME> 106,026
12,813
<EARNINGS-AVAILABLE-FOR-COMM> 93,213
<COMMON-STOCK-DIVIDENDS> 70,344
<TOTAL-INTEREST-ON-BONDS> 66,894
<CASH-FLOW-OPERATIONS> 195,520
<EPS-PRIMARY> 0<F1>
<EPS-DILUTED> 0<F1>
<FN>
<F1> All common stock owned by parent company; no EPS required.<PAGE>
</FN>
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 0000050172
<NAME> INDIANA MICHIGAN POWER COMPANY
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> JUN-30-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 2,572,210
<OTHER-PROPERTY-AND-INVEST> 525,807
<TOTAL-CURRENT-ASSETS> 331,903
<TOTAL-DEFERRED-CHARGES> 52,822
<OTHER-ASSETS> 549,229
<TOTAL-ASSETS> 4,031,971
<COMMON> 56,584
<CAPITAL-SURPLUS-PAID-IN> 734,511
<RETAINED-EARNINGS> 227,505
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,018,600
135,000
52,000
<LONG-TERM-DEBT-NET> 1,034,849
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 69,250
<LONG-TERM-DEBT-CURRENT-PORT> 90,000
0
<CAPITAL-LEASE-OBLIGATIONS> 107,254
<LEASES-CURRENT> 30,700
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,494,318
<TOT-CAPITALIZATION-AND-LIAB> 4,031,971
<GROSS-OPERATING-REVENUE> 1,238,281
<INCOME-TAX-EXPENSE> 54,504
<OTHER-OPERATING-EXPENSES> 967,915
<TOTAL-OPERATING-EXPENSES> 1,022,419
<OPERATING-INCOME-LOSS> 215,862
<OTHER-INCOME-NET> 3,330
<INCOME-BEFORE-INTEREST-EXPEN> 219,192
<TOTAL-INTEREST-EXPENSE> 71,810
<NET-INCOME> 147,382
11,577
<EARNINGS-AVAILABLE-FOR-COMM> 135,805
<COMMON-STOCK-DIVIDENDS> 108,730
<TOTAL-INTEREST-ON-BONDS> 43,410
<CASH-FLOW-OPERATIONS> 247,351
<EPS-PRIMARY> 0<F1>
<EPS-DILUTED> 0<F1>
<FN>
<F1> All common stock owned by parent company; no EPS required.<PAGE>
</FN>
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 0000055373
<NAME> KENTUCKY POWER COMPANY
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> JUN-30-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 598,436
<OTHER-PROPERTY-AND-INVEST> 6,505
<TOTAL-CURRENT-ASSETS> 51,124
<TOTAL-DEFERRED-CHARGES> 9,176
<OTHER-ASSETS> 79,173
<TOTAL-ASSETS> 744,414
<COMMON> 50,450
<CAPITAL-SURPLUS-PAID-IN> 68,750
<RETAINED-EARNINGS> 88,075
<TOTAL-COMMON-STOCKHOLDERS-EQ> 207,275
0
0
<LONG-TERM-DEBT-NET> 263,026
<SHORT-TERM-NOTES> 3,350
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 23,550
<LONG-TERM-DEBT-CURRENT-PORT> 29,436
0
<CAPITAL-LEASE-OBLIGATIONS> 6,739
<LEASES-CURRENT> 2,112
<OTHER-ITEMS-CAPITAL-AND-LIAB> 208,926
<TOT-CAPITALIZATION-AND-LIAB> 744,414
<GROSS-OPERATING-REVENUE> 302,331
<INCOME-TAX-EXPENSE> 1,999
<OTHER-OPERATING-EXPENSES> 255,025
<TOTAL-OPERATING-EXPENSES> 257,024
<OPERATING-INCOME-LOSS> 45,307
<OTHER-INCOME-NET> (77)
<INCOME-BEFORE-INTEREST-EXPEN> 45,230
<TOTAL-INTEREST-EXPENSE> 22,183
<NET-INCOME> 23,047
0
<EARNINGS-AVAILABLE-FOR-COMM> 23,047
<COMMON-STOCK-DIVIDENDS> 22,158
<TOTAL-INTEREST-ON-BONDS> 19,090
<CASH-FLOW-OPERATIONS> 30,803
<EPS-PRIMARY> 0<F1>
<EPS-DILUTED> 0<F1>
<FN>
<F1> All common stock owned by parent company; no EPS required.<PAGE>
</FN>
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 0000055986
<NAME> KINGSPORT POWER COMPANY
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> JUN-30-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 47,236
<OTHER-PROPERTY-AND-INVEST> 154
<TOTAL-CURRENT-ASSETS> 8,615
<TOTAL-DEFERRED-CHARGES> 593
<OTHER-ASSETS> 5,433
<TOTAL-ASSETS> 62,031
<COMMON> 4,100
<CAPITAL-SURPLUS-PAID-IN> 5,800
<RETAINED-EARNINGS> 6,610
<TOTAL-COMMON-STOCKHOLDERS-EQ> 16,510
0
0
<LONG-TERM-DEBT-NET> 10,000
<SHORT-TERM-NOTES> 5,250
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 12,000
0
<CAPITAL-LEASE-OBLIGATIONS> 702
<LEASES-CURRENT> 190
<OTHER-ITEMS-CAPITAL-AND-LIAB> 17,379
<TOT-CAPITALIZATION-AND-LIAB> 62,031
<GROSS-OPERATING-REVENUE> 78,800
<INCOME-TAX-EXPENSE> 200
<OTHER-OPERATING-EXPENSES> 73,627
<TOTAL-OPERATING-EXPENSES> 73,827
<OPERATING-INCOME-LOSS> 4,973
<OTHER-INCOME-NET> 221
<INCOME-BEFORE-INTEREST-EXPEN> 5,194
<TOTAL-INTEREST-EXPENSE> 2,535
<NET-INCOME> 2,659
0
<EARNINGS-AVAILABLE-FOR-COMM> 2,659
<COMMON-STOCK-DIVIDENDS> 1,766
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 3,525
<EPS-PRIMARY> 0<F1>
<EPS-DILUTED> 0<F1>
<FN>
<F1> All common stock owned by parent company; no EPS required.<PAGE>
</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-31-1994
<PERIOD-END> JUN-30-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 2,848,554
<OTHER-PROPERTY-AND-INVEST> 110,764
<TOTAL-CURRENT-ASSETS> 558,108
<TOTAL-DEFERRED-CHARGES> 96,395
<OTHER-ASSETS> 562,786
<TOTAL-ASSETS> 4,176,607
<COMMON> 321,201
<CAPITAL-SURPLUS-PAID-IN> 463,100
<RETAINED-EARNINGS> 499,330
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,283,631
115,000
126,240
<LONG-TERM-DEBT-NET> 1,089,253
<SHORT-TERM-NOTES> 525
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 90,825
<LONG-TERM-DEBT-CURRENT-PORT> 99,667
0
<CAPITAL-LEASE-OBLIGATIONS> 103,945
<LEASES-CURRENT> 26,351
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,241,170
<TOT-CAPITALIZATION-AND-LIAB> 4,176,607
<GROSS-OPERATING-REVENUE> 1,687,136
<INCOME-TAX-EXPENSE> 84,870
<OTHER-OPERATING-EXPENSES> 1,352,809
<TOTAL-OPERATING-EXPENSES> 1,437,679
<OPERATING-INCOME-LOSS> 249,457
<OTHER-INCOME-NET> 10,935
<INCOME-BEFORE-INTEREST-EXPEN> 260,392
<TOTAL-INTEREST-EXPENSE> 92,437
<NET-INCOME> 167,955
15,369
<EARNINGS-AVAILABLE-FOR-COMM> 152,586
<COMMON-STOCK-DIVIDENDS> 138,948
<TOTAL-INTEREST-ON-BONDS> 63,631
<CASH-FLOW-OPERATIONS> 246,026
<EPS-PRIMARY> 0<F1>
<EPS-DILUTED> 0<F1>
<FN>
<F1> All common stock owned by parent company; no EPS required.<PAGE>
</FN>
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 0000106617
<NAME> WHEELING POWER COMPANY
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> JUN-30-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 53,695
<OTHER-PROPERTY-AND-INVEST> 2,918
<TOTAL-CURRENT-ASSETS> 9,424
<TOTAL-DEFERRED-CHARGES> 1,143
<OTHER-ASSETS> 15,433
<TOTAL-ASSETS> 82,613
<COMMON> 2,428
<CAPITAL-SURPLUS-PAID-IN> 12,596
<RETAINED-EARNINGS> 5,256
<TOTAL-COMMON-STOCKHOLDERS-EQ> 20,280
0
0
<LONG-TERM-DEBT-NET> 5,000
<SHORT-TERM-NOTES> 4,725
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 21,000
0
<CAPITAL-LEASE-OBLIGATIONS> 3,433
<LEASES-CURRENT> 551
<OTHER-ITEMS-CAPITAL-AND-LIAB> 27,624
<TOT-CAPITALIZATION-AND-LIAB> 82,613
<GROSS-OPERATING-REVENUE> 83,068
<INCOME-TAX-EXPENSE> (811)
<OTHER-OPERATING-EXPENSES> 80,388
<TOTAL-OPERATING-EXPENSES> 79,577
<OPERATING-INCOME-LOSS> 3,491
<OTHER-INCOME-NET> (62)
<INCOME-BEFORE-INTEREST-EXPEN> 3,429
<TOTAL-INTEREST-EXPENSE> 2,742
<NET-INCOME> 687
0
<EARNINGS-AVAILABLE-FOR-COMM> 687
<COMMON-STOCK-DIVIDENDS> 2,392
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> (533)
<EPS-PRIMARY> 0<F1>
<EPS-DILUTED> 0<F1>
<FN>
<F1> All common stock owned by parent company; no EPS required.<PAGE>
</FN>
<PAGE>
</TABLE>
<PAGE>
<TABLE>
APPALACHIAN POWER COMPANY
1996-2000 FUNDS FLOW
($MILLIONS)
<CAPTION>
1996 1997 1998 1999 2000
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
CONSTRUCTION
(EX-AFUDC) 192 234 304 334 334
DEBT MATURITIES 7 0 67 33 2
--------- --------- --------- --------- ---------
SUB-TOTAL 199 234 371 367 336
LESS: INTERNAL
FUNDS(EX-AFUDC) 150 149 151 150 182
--------- --------- --------- --------- ---------
EXTERNAL
REQUIREMENTS 49 85 220 217 154
========= ========= ========= ========= =========
LONG-TERM DEBT 0 75 100 100 85
COMMON EQUITY 40 25 60 60 60
SHORT-TERM DEBT 9 (15) 60 57 9
--------- --------- --------- --------- ---------
TOTAL
EXTERNAL FUNDS 49 85 220 217 154
========= ========= ========= ========= =========
SHORT-TERM DEBT BALANCES:
BEGINNING 130 139 124 184 241
ENDING 139 124 184 241 250
</TABLE>
</PAGE>
<PAGE>
<TABLE>
COLUMBUS SOUTHERN POWER COMPANY
1996-2000 FUNDS FLOW
$MILLIONS
<CAPTION>
1996 1997 1998 1999 2000
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
CONSTRUCTION
(EX-AFUDC) 106 104 91 97 97
DEBT MATURITIES 0 15 84 3 3
--------- --------- --------- --------- ---------
SUB-TOTAL 106 119 175 100 100
LESS: INTERNAL
FUNDS(EX-AFUDC) 107 105 108 110 120
--------- --------- --------- --------- ---------
EXTERNAL
REQUIREMENTS (1) 14 67 (10) (20)
========= ========= ========= ========= =========
LONG-TERM DEBT 0 0 20 10 0
COMMON EQUITY 0 0 0 0 0
SHORT-TERM DEBT (1) 14 47 (20) (20)
--------- --------- --------- --------- ---------
TOTAL
EXTERNAL FUNDS (1) 14 67 (10) (20)
========= ========= ========= ========= =========
SHORT-TERM DEBT BALANCES:
BEGINNING 115 114 128 175 155
ENDING 114 128 175 155 135
</TABLE>
</PAGE>
<PAGE>
<TABLE>
INDIANA MICHIGAN POWER COMPANY
1996-2000 FUNDS FLOW
($MILLIONS)
<CAPTION>
1996 1997 1998 1999 2000
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
CONSTRUCTION
(EX-AFUDC) 150 150 163 125 150
DEBT MATURITIES 0 0 41 35 0
--------- --------- --------- --------- ---------
SUB-TOTAL 150 150 204 160 150
LESS:INTERNAL
FUNDS(EX-AFUDC) 140 130 160 140 150
--------- --------- --------- --------- ---------
EXTERNAL
REQUIREMENTS 10 20 44 20 0
========= ========= ========= ========= =========
LONG-TERM DEBT 0 0 0 0 0
COMMON EQUITY 0 0 0 0 0
SHORT-TERM DEBT 10 20 44 20 0
--------- --------- --------- --------- ---------
TOTAL
EXTERNAL FUNDS 10 20 44 20 0
========= ========= ========= ========= =========
SHORT-TERM DEBT BALANCES:
BEGINNING 80 90 110 154 174
ENDING 90 110 154 174 174
</TABLE>
</PAGE>
<PAGE>
<TABLE>
KENTUCKY POWER COMPANY
1996-2000 FUNDS FLOW
($MILLIONS)
<CAPTION>
1996 1997 1998 1999 2000
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
CONSTRUCTION
(EX-AFUDC) 65 65 66 65 50
DEBT MATURITIES 29 0 0 35 0
--------- --------- --------- --------- ---------
SUB-TOTAL 94 65 66 100 50
LESS:INTERNAL
FUNDS(EX-AFUDC) (10) 8 14 19 24
--------- --------- --------- --------- ---------
EXTERNAL
REQUIREMENTS 104 57 52 81 26
========= ========= ========= ========= =========
LONG-TERM DEBT 30 30 40 35 30
COMMON EQUITY 20 20 15 15 10
SHORT-TERM DEBT 54 7 (3) 31 (14)
--------- --------- --------- --------- ---------
TOTAL
EXTERNAL FUNDS 104 57 52 81 26
========= ========= ========= ========= =========
SHORT-TERM DEBT BALANCES:
BEGINNING 61 115 122 119 150
ENDING 115 122 119 150 136
</TABLE>
</PAGE>
<PAGE>
<TABLE>
OHIO POWER COMPANY
1996-2000 FUNDS FLOW
($MILLIONS)
<CAPTION>
1996 1997 1998 1999 2000
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
CONSTRUCTION
(EX-AFUDC) 195 200 181 196 200
DEBT MATURITIES 47 50 56 4 0
--------- --------- --------- --------- ---------
SUB-TOTAL 242 250 237 200 200
LESS:INTERNAL
FUNDS(EX-AFUDC) 198 190 218 215 225
--------- --------- --------- --------- ---------
EXTERNAL
REQUIREMENTS 44 60 19 (15) (25)
========= ========= ========= ========= =========
LONG-TERM DEBT 0 0 0 0 0
COMMON EQUITY 0 0 0 0 0
SHORT-TERM DEBT 44 60 19 (15) (25)
--------- --------- --------- --------- ---------
TOTAL
EXTERNAL FUNDS 44 60 19 (15) (25)
========= ========= ========= ========= =========
SHORT-TERM DEBT BALANCES:
BEGINNING 127 171 231 250 235
ENDING 171 231 250 235 210
</TABLE>
</PAGE>
<PAGE>
<TABLE>
KINGSPORT POWER COMPANY
1996-2000 FUNDS FLOW
($MILLIONS)
<CAPTION>
1996 1997 1998 1999 2000
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
CONSTRUCTION
(EX-AFUDC) 4 5 4 4 4
DEBT MATURITIES 10 0 0 10 0
--------- --------- --------- --------- ---------
SUB-TOTAL 14 5 4 14 4
LESS: INTERNAL
FUNDS(EX-AFUDC) 3 3 3 3 3
--------- --------- --------- --------- ---------
EXTERNAL
REQUIREMENTS 11 2 1 11 1
========= ========= ========= ========= =========
LONG-TERM DEBT 0 0 0 0 0
COMMON EQUITY 0 0 0 2 0
SHORT-TERM DEBT 11 2 1 9 1
--------- --------- --------- --------- ---------
TOTAL
EXTERNAL FUNDS 11 2 1 11 1
========= ========= ========= ========= =========
SHORT-TERM DEBT BALANCES:
BEGINNING 6 17 19 20 29
ENDING 17 19 20 29 30
</TABLE>
</PAGE>
<PAGE>
<TABLE>
WHEELING POWER COMPANY
1996-2000 FUNDS FLOW
($MILLIONS)
<CAPTION>
1996 1997 1998 1999 2000
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
CONSTRUCTION
(EX-AFUDC) 6 6 5 5 5
DEBT MATURITIES 10 0 0 5 0
--------- --------- --------- --------- ---------
SUB-TOTAL 16 6 5 10 5
LESS: INTERNAL
FUNDS(EX-AFUDC) 2 3 4 2 2
--------- --------- --------- --------- ---------
EXTERNAL
REQUIREMENTS 14 3 1 8 3
========= ========= ========= ========= =========
LONG-TERM DEBT 0 0 0 2 3
COMMON EQUITY 2 0 0 0 0
SHORT-TERM DEBT 12 3 1 6 0
--------- --------- --------- --------- ---------
TOTAL
EXTERNAL FUNDS 14 3 1 8 3
========= ========= ========= ========= =========
SHORT-TERM DEBT BALANCES:
BEGINNING 8 20 23 24 30
ENDING 20 23 24 30 30
</TABLE>
</PAGE>
<PAGE>
<TABLE>
AEP GENERATING
1996-2000 FUNDS FLOW
($MILLIONS)
<CAPTION>
1996 1997 1998 1999 2000
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
CONSTRUCTION
(EX-AFUDC) 5 5 5 5 5
DEBT MATURITIES 0 15 0 15 0
--------- --------- --------- --------- ---------
SUB-TOTAL 5 20 5 20 5
LESS: INTERNAL
FUNDS(EX-AFUDC) 7 5 6 7 5
--------- --------- --------- --------- ---------
EXTERNAL
REQUIREMENTS (2) 15 (1) 13 0
========= ========= ========= ========= =========
LONG-TERM DEBT 0 0 0 0 0
COMMON EQUITY (8) (8) (8) (5) (5)
SHORT-TERM DEBT 6 23 7 18 5
--------- --------- --------- --------- ---------
TOTAL
EXTERNAL FUNDS (2) 15 (1) 13 0
========= ========= ========= ========= =========
SHORT-TERM DEBT BALANCES:
BEGINNING 41 47 70 77 95
ENDING 47 70 77 95 100
</TABLE>
</PAGE>
<PAGE>
<TABLE>
AEP CO., INC.
1996-2000 FUNDS FLOW
($MILLIONS)
<CAPTION>
1996 1997 1998 1999 2000
-------- -------- -------- -------- -------
<S> <C> <C> <C> <C> <C>
CAPTIAL CONTRIBUTIONS:
APPALACHIAN
POWER COMPANY 40 25 60 60 60
COLUMBUS SOUTHERN
POWER COMPANY 0 0 0 0 0
INDIANA MICHIGAN
POWER COMPANY 0 0 0 0 0
KENTUCKY
POWER COMPANY 20 20 15 15 10
KINGSPORT
POWER COMPANY 0 0 0 2 0
OHIO POWER COMPANY 0 0 0 0 0
WHEELING
POWER COMPANY 2 0 0 0 0
----- ----- ----- ----- -----
SUB-TOTAL 62 45 75 77 70
----- ----- ----- ----- -----
LESS:
OTHER INCOME 43 34 34 34 34
----- ----- ----- ----- -----
EXTERNAL
FUNDING
REQUIREMENTS: 19 11 41 43 36
======= ======= ======= ======= =======
SHORT-TERM DEBT
TOTAL
EXTERNAL FUNDS: 19 11 41 43 36
======= ======= ======= ======= =======
SHORT-TERM BALANCES:
BEGINNING 0 19 30 71 114
ENDING 19 30 71 114 150
</TABLE>
