AMERICAN ELECTRIC POWER COMPANY INC
POS AMC, 1996-09-27
ELECTRIC SERVICES
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                                                 File No. 70-8779


               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                _________________________________

                 POST-EFFECTIVE AMENDMENT NO. 2
                               TO
                            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

           AMERICAN ELECTRIC POWER SERVICE CORPORATION
             1 Riverside Plaza, Columbus, Ohio 43215

                    APPALACHIAN POWER COMPANY
            40 Franklin Road, Roanoke, Virginia 24022

                 COLUMBUS SOUTHERN POWER COMPANY
          215 North Front Street, Columbus, Ohio  43215

                 INDIANA MICHIGAN POWER COMPANY
          One Summit Square, Fort Wayne, Indiana  46801

                     KENTUCKY POWER COMPANY
          1701 Central Avenue, Ashland, Kentucky  41101

                     KINGSPORT POWER COMPANY
          422 Broad Street, Kingsport, Tennessee  37660

                       OHIO POWER COMPANY
         339 Cleveland Avenue, S.W., Canton, Ohio  44702

                     WHEELING POWER COMPANY
        51 - 16th Street, Wheeling, West Virginia  26003
       (Name of company or companies filing this statement
          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. Di Lorenzo, Jr., Associate General Counsel
           AMERICAN ELECTRIC POWER SERVICE CORPORATION
             1 Riverside Plaza, Columbus, Ohio 43215
           (Names and addresses of agents for service)




     American Electric Power Company, Inc. ("American"), a holding 
1935 ("1935 Act"), and American Electric Power Service Corporation,
Appalachian Power Company, Columbus Southern Power Company,
Kentucky Power Company, Kingsport Power Company, Indiana Michigan
Power Company, Ohio Power Company and Wheeling Power Company
(sometimes collectively referred to herein as "Applicants") hereby
amend their Application or Declaration on Form U-1 in File No. 70-
8779 as follows:
     1.   Item 1D is amended and restated as follows:
          "D.  Compliance with Rule 54:
          Rule 54 provides that in determining whether to approve
     certain transactions other than those involving exempt
     wholesale generators ('EWG') or foreign utility companies
     ('FUCO'), as defined in the 1935 Act, the Commission will not
     consider the effect of the capitalization or earnings of any
     subsidiary which is an EWG or FUCO if Rule 53(a), (b) and (c)
     are satisfied.  The requirements of Rule 53(a), (b) and (c)
     are satisfied.
          Rule 53(a)(1).  AEP Resources International, Limited
     ('AEPRI'), an indirect subsidiary of American, is an EWG.  As
     of June 30, 1996, American, through its subsidiary, Resources,
     had invested $3,265,000 in AEPRI.  This investment represents
     less than 1% of $1,438,761,000, 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, 1996.
          Rule 53(a)(2).  AEPRI will maintain books and records and
     make available the books and records required by Rule
     53(a)(2).
          Rule 53(a)(3).  No more than 2% of the employees of the
     operating company subsidiaries of American will, at any one
     time, directly or indirectly, render services to AEPRI.
          Rule 53(a)(4).  American has submitted and will 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 company
     subsidiaries.
          Rule 53(b).  (i) Neither American nor any subsidiary of
     American is the subject of any pending bankruptcy or similar
     proceeding; (ii) American's average consolidated retained
     earnings for the four most recent quarterly periods
     ($1,438,761,000) represented an increase of approximately
     $38,153,000 (or 0.3%) in the average consolidated retained
     earnings from the previous four quarterly periods
     ($1,400,608,000); and (iii) for the year ended December 31,
     1995, there were no losses attributable to American's
     investments in AEPRI other than $93,000 in preliminary
     development and start-up costs.
          Rule 53(c).  Rule 53(c) is inapplicable because the
     requirements of Rule 53(a) and (b) have been satisfied.
     2.   The second paragraph of ITEM 1E is amended and restated
as follows:
          "A successful marketer of Energy Commodities must be able
     to manage a 'book' of contracts involving purchases, sales and
     trades of Energy Commodities.  The marketer will seek to hedge
     the risk associated with these contracts through a combination
     of balanced physical purchases and sales, purchases and sales
     on futures markets, or other derivative risk management tools. 
     A successful marketer will need a strong presence in the
     market for physical delivery of Energy Commodities, as well as
     the capability to participate in the growing financial market
     for energy-related products.  In this connection, the value
     added by the marketer, from the perspective of its customer,
     is the superior ability of the marketer to aggregate risks so
     as to manage them as efficiently as possible.  In order to do
     this, the marketer needs to have the ability to participate in
     all the energy markets, both physically and financially."
     3.   By adding the following statement to the end of ITEM 2. 
FEES, COMMISSIONS AND EXPENSES:
     "No additional expenses are expected to be incurred in
     connection with this Post-Effective Amendment No. 2."
                            SIGNATURE
     Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned companies have duly caused
this statement to be signed on their behalf by the undersigned
thereunto duly authorized.

               AMERICAN ELECTRIC POWER COMPANY, INC.
               AMERICAN ELECTRIC POWER SERVICE CORPORATION
               APPALACHIAN POWER COMPANY
               COLUMBUS SOUTHERN POWER COMPANY
               KENTUCKY POWER COMPANY
               KINGSPORT POWER COMPANY
               INDIANA MICHIGAN POWER COMPANY
               OHIO POWER COMPANY
               WHEELING POWER COMPANY


               By /s/ A. A. Pena                   
                           Treasurer


Dated:  September 27, 1996


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