File No. 70-8991
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________
POST-EFFECTIVE AMENDMENT NO. 1
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
APPALACHIAN POWER COMPANY
40 Franklin Road, Roanoke, Virginia 24022
INDIANA MICHIGAN POWER COMPANY
One Summit Square, Fort Wayne, Indiana 46801
OHIO POWER COMPANY
301 Cleveland Avenue, S.W., Canton, Ohio 44702
(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. ("AEP"), a New York
corporation and a holding company registered under the Public
Utility Holding Company Act of 1935 ("1935 Act"), and Appalachian
Power Company ("APCo"), a Virginia corporation, Indiana Michigan
Power Company ("I&M"), an Indiana corporation, and Ohio Power
Company ("OPCo"), an Ohio corporation (APCo, I&M and OPCo are
sometimes collectively referred to herein as the "Subsidiaries").
The Subsidiaries amend their Application or Declaration on Form U-1
in File No. 70-8991 as follows:
1. By amending and restating Part H. Compliance with Rule
54 under ITEM 1. DESCRIPTION OF PROPOSED TRANSACTION:
"H. 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). Nanyang General Light Electric Co. Ltd.
('Nanyang'), an indirect subsidiary of AEP, is a FUCO. As of
December 31, 1996, AEP, through its subsidiary, AEP Resources,
Inc., and through AEP Resources' subsidiary, AEP Pushan Power LDC,
had invested $700,000 in Nanyang. This investment represents less
than 1% of $1,473,000,000, the average of the consolidated retained
earnings of AEP reported on Form 10-K or Form 10-Q, as applicable,
for the four consecutive quarters ended September 30, 1996.
Rule 53(a)(2). Nanyang 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 AEP will, at any one time,
directly or indirectly, render services to Nanyang.
Rule 53(a)(4). AEP has submitted and will submit a copy
of Item 9 and Exhibits G and H of AEP's Form U5S to each of the
public service commissions having jurisdiction over the retail
rates of AEP's operating company subsidiaries.
Rule 53(b). (i) Neither AEP nor any subsidiary of AEP is
the subject of any pending bankruptcy or similar proceeding; (ii)
AEP's average consolidated retained earnings for the four most
recent quarterly periods ($1,473,000,000) represented an increase
of approximately $117,000,000 (or 8.6%) in the average consolidated
retained earnings from the previous four quarterly periods
($1,356,000,000); and (iii) for the year ended December 31, 1995,
there were no losses attributable to AEP's investments in Nanyang.
Rule 53(c). Rule 53(c) is inapplicable because the
requirements of Rule 53(a) and (b) have been satisfied."
2. By adding this 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. 1."
3. By filing the following exhibits:
D-1 Application of APCo to the State Corporation
Commission of Virginia
D-2 Application of APCo to the West Virginia Public
Service Commission
D-3 Order of State Corporation Commission of Virginia
D-4 Order of West Virginia Public Service Commission as
to APCo
4. The Subsidiaries herein request that the Commission
release its reservation of jurisdiction over APCo's proposed
purchase of its preferred shares from AEP, as stated in its Order
dated February 27, 1997 (HCAR Rel. No. 26675).
SIGNATURES
Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, the undersigned companies have duly
caused this statement to be signed on its behalf by the undersigned
thereunto duly authorized.
AMERICAN ELECTRIC POWER COMPANY, INC.
APPALACHIAN POWER COMPANY
INDIANA MICHIGAN POWER COMPANY
OHIO POWER COMPANY
By /s/ A. A. Pena
Treasurer
Date: March 5, 1997
Exhibit D-1
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
APPLICATION OF
APPALACHIAN POWER COMPANY and )
AMERICAN ELECTRIC POWER COMPANY, INC. )
For approval of affiliate transactions ) Case No. [____]
pursuant to Chapter 4 of Title 56, )
Code of Virginia )
APPLICATION
Appalachian Power Company ("Appalachian Power") and American
Electric Power Company, Inc. ("American Electric"), whose post
office addresses are 40 Franklin Road, S.W., Roanoke, Virginia,
24011, and 1 Riverside Plaza, Columbus, Ohio 43215-2373,
respectively, respectfully show the following:
1. Appalachian Power is a public service corporation,
organized under the laws of Virginia, primarily engaged in the
generation, purchase, transmission and distribution of electric
power at retail within its service territories in Virginia and West
Virginia, and at wholesale to other electric utility companies and
municipalities.
2. American Electric is a registered holding company under
the Public Utility Holding Company Act of 1935, which owns,
directly or indirectly, all of the outstanding common stock of its
electric utility subsidiaries, including Appalachian Power. The
service area of American Electric's electric utility subsidiaries
covers portions of Indiana, Kentucky, Michigan, Ohio, Tennessee,
Virginia and West Virginia.
3. Appalachian Power is an "affiliated interest" of American
Electric within the meaning of the Utility Facilities Act, Chapter
4 of Title 56 of the Code of Virginia, and therefore arrangements
for the furnishing of services between the two companies are
subject to approval of the State Corporation Commission of Virginia
(the "Commission").
4. American Electric has proposed an Offer to Purchase and
Proxy Statement (the "Offer to Purchase and Proxy Statement") by
which American Electric will offer to purchase (the "Tender Offer")
for cash any and all outstanding shares of all series of cumulative
preferred stock (the "Shares") of Appalachian Power at the purchase
price per Share plus accrued and unpaid dividends, upon the terms
and subject to the conditions set forth in the Offer. In
connection with the Tender Offer, Appalachian Power is soliciting
proxies to amend its Articles of Incorporation (the "Amendment") to
remove a restriction on Appalachian Power's ability to incur
additional indebtedness. Appalachian Power believes that the
adoption of such amendment will provide flexibility and a reduction
in its cost of debt. It is a condition of the Tender Offer that
the Amendment be approved by two-thirds of all issued and
outstanding shares of common stock and two-thirds of all issued and
outstanding shares of preferred stock voting separately as a class.
A copy of the Tender Offer to Purchase and Proxy Statement
accompanies this application as Attachment 1.
5. To the extent Shares tendered pursuant to the Tender
Offer are accepted for payment and paid for in accordance with the
terms thereof, American Electric intends to sell such Shares to
Appalachian Power at the tender offer price per Share paid pursuant
to the Tender Offer plus expenses incurred by American Electric in
connection therewith and, at that time, it is expected that
Appalachian Power will retire and cancel the Shares. The purchase
of the Shares by Appalachian Power is the final step in a series of
transactions (the "Transactions"), but the only part of the
transactions that requires the approval of the Commission.
6. The approval requested in this Application is in the
public interest for the following reasons:
(a) If the Transactions are consummated, it will produce
savings for Appalachian Power. In Case No. 96PUF960032, by order
dated December 20, 1996, the Commission authorized Appalachian
Power to issue securities for the purpose of refunding directly or
indirectly its cumulative preferred stock if such refundings
resulted in a lower effective cost to Appalachian Power. The
Transactions will be carried out in compliance with this order.
(b) The Transactions represent an attractive economic
opportunity that will benefit Appalachian Power, its customers, its
shareholders and the holders of the Shares. The Tender Offer gives
the holders of the Shares the opportunity to sell their Shares at
a premium to the market price and without the usual transaction
costs.
(c) The Transactions will benefit Appalachian Power and
its customers by providing increased flexibility and a reduction in
its cost of debt. The Articles of Incorporation of Appalachian
Power currently restricts its ability to incur additional
indebtedness. Appalachian Power believes that regulatory,
legislative, technological and market developments are likely to
lead to a more competitive environment in the electric utility
industry. As competition intensifies, flexibility and capital cost
reduction will be even more crucial to success. The Amendment will
permit Appalachian Power to incur additional unsecured debt on
terms more favorable and less restrictive than its current debt,
and this will enable it to provide electric service at lower cost.
The Amendment will also permit Appalachian Power to issue a greater
amount of total debt; however, Appalachian Power presently has no
intention of issuing a greater amount of total debt than it would
have absent adoption of the Amendment, except that Appalachian
Power expects to issue additional unsecured debt to fund the
purchase of the Shares from American Electric. It is Appalachian
Power's intention to attain flexibility in the mix of its
outstanding debt and therefore have the option to use more short-
term and unsecured debt and issue fewer first mortgage bonds. As
a result of this increased flexibility and reduction in capital
costs, Appalachian Power should be more competitive and its rates
should be lower than they would otherwise be.
(d) The purchase of the Shares by Appalachian Power from
American Electric is the final step in the Transactions and will
ultimately fund the Tender Offer and facilitate the adoption of the
Amendment. The Tender Offer is being conducted by American
Electric instead of Appalachian Power so that, if necessary,
American Electric can vote the Shares purchased pursuant to the
Tender Offer in favor of the Amendment. It is a condition to the
acceptance of the Shares pursuant to the Tender Offer that the
Amendment be adopted. However, if the Amendment is not adopted at
the special meeting of the shareholders of Appalachian Power held
for that purpose, then American Electric may waive the requirement
that the Amendment be approved and accept the Shares that have been
tendered pursuant to the Tender Offer. Appalachian Power could
then call a second meeting of the shareholders to consider the
Amendment at which meeting American Electric would be able to vote
the Shares accepted pursuant to the Tender Offer in favor of the
Amendment, thereby maximizing the possibility that the Amendment
would be adopted. By contrast, if Appalachian Power conducted a
self tender offer for the Shares, then such Shares purchased by
Appalachian Power would automatically become authorized but
unissued shares, and Appalachian Power could not vote those Shares
in favor of the Amendment.
7. A Transaction Summary conforming to the requirements of
the Guidelines promulgated by the Commission's Division of Public
Utility Accounting on October 21, 1994 accompanies this Application
as Attachment 2.
8. A prompt decision in this proceeding would facilitate the
ability of American Electric, through Appalachian Power, to pursue
certain immediate opportunities that will be beneficial.
Appalachian Power and American Electric fully recognize the need
for the Commission to give matters related to affiliate
transactions full and careful consideration, but an expedited
procedural schedule in this case would serve the public interest.
WHEREFORE, Appalachian Power and American Electric
respectfully request the Commission to give this Application
expedited consideration and, after such consideration, to approve
the purchase of the Shares by Appalachian Power from American
Electric for a consideration equal to the price per Share paid
pursuant to the Tender Offer plus expenses incurred by American
Electric in connection therewith.
Respectfully submitted,
APPALACHIAN POWER COMPANY
By:_/s/ G. P. Maloney_____
G. P. Maloney
Vice President
AMERICAN ELECTRIC POWER COMPANY, INC.
By:_/s/ G. P. Maloney_____
G. P. Maloney
Vice President
February 6, 1997
Hunton & Williams
Riverfront Plaza - East Tower
951 East Byrd Street
Richmond, VA 23219-4074
VERIFICATION
Being first duly sworn the undersigned, G. P. Maloney, deposes
and states that he is Vice President of Appalachian Power Company
and Vice President of American Electric Power Company, Inc., that
he has read the foregoing Application and attachments thereto and
knows the contents thereof, that the same are truly stated, and
that he has executed the Application on behalf of Appalachian Power
Company and American Electric Power Company, Inc., respectively,
with full power and authority to do so.
_/s/ G. P. Maloney_______
G. P. Maloney
STATE OF OHIO
COUNTY OF FRANKLIN
Subscribed and sworn to before me, a Notary Public in and for
the jurisdiction aforesaid, this 6th day of February, 1997. My
commission expires 7/12/99.
_/s/ Mary M. Soltesz_____
Notary Public
Exhibit D-2
PUBLIC SERVICE COMMISSION
OF WEST VIRGINIA
CHARLESTON
CASE NO.
APPALACHIAN POWER COMPANY,
a corporation.
Petition for the Commission's consent and
approval of Appalachian Power Company's
purchase of its own preferred stock from
American Electric Power Company, Inc., an
affiliated corporation, pursuant to the
provisions of W. Va. Code, Section 24-2-12.
PETITION
Comes now the above-named Appalachian Power Company ("the
Petitioner"), the petitioner herein, and respectfully makes the
following representation to the Commission:
1. The name of the Petitioner is Appalachian Power Company
and its address is 40 Franklin Road, S.W., Roanoke, Virginia 24011.
2. The name of the affiliate from which the Petitioner
intends to purchase certain intangible personal property, namely
shares of the Petitioner's own preferred stock, are as follows:
American Electric Power Company, Inc.
1 Riverside Plaza
Columbus, Ohio 43215
American Electric Power Company, Inc. ("AEP") is a New York
corporation. The Petitioner seeks exemption from the requirement
of providing a copy of AEP's articles of incorporation.
3. The Petitioner proposes to purchase from AEP the shares
of the Petitioner's preferred stock which AEP acquires in response
to an offer to purchase which AEP is extending to the present
owners of such stock. The details of AEP's offer to purchase,
together with the details of a proxy solicitation by the
Petitioner, a proposed amendment to the Petitioner's articles of
incorporation, and the Petitioner's proposal to purchase its
preferred stock from AEP are set forth in detail in a Form U-1
filing with the Securities and Exchange Commission, a copy of which
is attached hereto as Exhibit A, supplemented by an amendment
thereto, a copy of which is attached hereto as Exhibit B.
4. The Petitioner proposes to purchase from AEP all of the
shares of the Petitioner's preferred stock which are tendered to
AEP and to pay for each such share the purchase price paid by AEP,
plus the expense incurred by AEP in making the offer. For the
Petitioner's 4-1/2% Series of preferred stock, of which 298,150
shares are outstanding, the offered purchase price is $69.02 per
share. For the Petitioner's 5.90% Series of preferred stock, of
which 500,000 shares are outstanding, the offered purchase price is
$103.17 per share. For the Petitioner's 5.92% Series of Preferred
stock, of which 600,000 shares are outstanding, the offered
purchase price is $103.20 per share. For the Petitioner's 6.85%
Series of preferred stock, of which 300,000 shares are outstanding,
the offered purchase price is $107.26 per share. For the
Petitioner's 7.80% Series of preferred stock, of which 500,000
shares are outstanding, the offered purchase price is $105.50 per
share. Each of these prices is exclusive of the aforementioned
expenses incurred by AEP.
5. The financial condition of the Petitioner is well known
to the Commission. AEP is not a public utility subject to the
jurisdiction of the Commission, and since the transaction for which
the approval from the Commission is sought herein is a one-time
purchase and does not necessitate any ongoing relationship between
AEP and the Petitioner with respect to that transaction, the
financial condition of AEP is of no relevance. For these reasons,
the Petitioner requests that it and its aforementioned affiliate be
exempted from the provisions of Rule 21 of the Commission's Rules
of Practice and Procedure.
6. The effect of the transaction will be to enable the
Petitioner to enhance its flexibility with respect to financing
options, to decrease its financing costs, and to prepare itself to
respond more quickly and flexibly to opportunities and other
occurrences in the increasingly competitive electric power
industry, while incurring no disadvantage to itself or its
ratepayers.
7. The Commission should give its consent and approval to
the transaction proposed herein for the following reasons:
As Exhibit A explains in considerable detail, the provisions
in the Petitioner's articles of incorporation restricting the
Petitioner's ability to incur certain indebtedness significantly
reduce the Petitioner's financing flexibility and increase its
financing costs. The strategy outlined in Exhibit A by which the
Petitioner hopes to amend those provisions while ensuring fair
treatment to the owners of its preferred stock is a sound and
sensible approach to improving the Petitioner's financing position,
and more largely, its overall competitive position. The
elimination of such restrictions on financing is a course of action
undertaken in recent years by several utilities, including Alabama
Power Company and Cincinnati Gas & Electric Co.
The ultimate beneficiaries of the Petitioner's quest for
enhanced financing capabilities will be the Petitioner, its
ratepayers, and its shareholder(s). It is a course of action which
the Petitioner would have reason to pursue on its own, without the
involvement of its affiliate, AEP, but for the impediment that the
Petitioner could not vote any preferred stock owned by it and
therefore could not use the acquisition of such stock directly to
obtain a favorable vote on the amendment of its articles of
incorporation. AEP's involvement in the transaction enables it to
be undertaken with a likely prospect of success. However, since
AEP's involvement does necessitate the Petitioner's ultimate
acquisition of its own preferred stock from its affiliate (rather
than its acquisition directly from its own preferred stockholders),
which could be deemed an arrangement requiring the Commission's
approval in advance pursuant to W. Va. Code, Section 24-2-12(f),
the Petitioner hereby seeks such approval from the Commission.
The proposed amendment to the articles of incorporation would
permit the Petitioner to incur additional unsecured debt on more
favorable and less restrictive terms, which in turn would enable it
to provide electric service at a lower cost. The proposed
amendment will also permit the Petitioner to issue a greater amount
of total debt; however, the Petitioner presently has no intention
of issuing a greater amount of total debt and believes that its
present proportion of debt to equity is an appropriate one. In
short, the Petitioner is confident that the Commission's approval
of the proposed transaction will produce needed enhancement of its
ability to secure the financing of its operations in an
advantageous manner and its ability to compete effectively in the
rapidly-changing electric power industry.
8. The terms and conditions of the transaction proposed
herein are fair and reasonable. The transaction does not confer
upon any party thereto an undue advantage over any other party
thereto, and does not adversely affect the public in West Virginia.
WHEREFORE, the Petitioner respectfully requests the Commission
to enter an order granting its consent and approval for Appalachian
Power Company to make the purchase of preferred stock from American
Electric Power Company, Inc., which is proposed herein.
Respectfully submitted,
APPALACHIAN POWER COMPANY
By Counsel
William C. Porth
ROBINSON & McELWEE
P.O. Box 1791
Charleston, West Virginia 25326
(304)344-5800
Counsel for Appalachian Power Company
Date: February 7, 1997
VERIFICATION
STATE OF OHIO )
) ss:
COUNTY OF FRANKLIN )
G. P. Maloney, Vice President of Appalachian Power Company,
being duly sworn, states upon his information and belief that the
facts and allegations therein contained in the foregoing Petition
of Appalachian Power Company are true.
By:_/s/ G. P. Maloney_____
Its: Vice President
Taken, subscribed and sworn to before me on the 6th day of
February, 1997.
_/s/ Mary M. Soltesz______
Notary Public
My Commission expires 7-12-99
Exhibit D-3
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
AT RICHMOND, FEBRUARY 21, 1997
APPLICATION OF
APPALACHIAN POWER COMPANY CASE NO. PUF970003
and
AMERICAN ELECTRIC POWER COMPANY, INC.
For approval of affiliate transactions
ORDER GRANTING AUTHORITY
On February 7, 1997, Appalachian Power Company ("APCo") and
American Electric Power Company, Inc. ("AEP") (collectively,
"Applicants") filed an application under Chapter 4 of Title 56 of
the Code of Virginia for approval of affiliate transactions.
AEP has proposed an Offer to Purchase and Proxy Statement
("Tender Offer") by which AEP will offer to purchase for cash any
and all outstanding shares of cumulative preferred stock of APCo,
specifically $30,000,000 of 4-1/2% Series, $50,000,000 of 5.90%
Series, $60,000,000 of 5.92% Series, $30,000,000 of 6.85% Series,
and $50,000,000 of 7.80% Series. Upon completion of the Tender
Offer, APCo will reimburse AEP for all preferred shares purchased
and actual costs incurred connected with the Tender Offer. APCo
will finance the reimbursement with a combination of short-term
debt and junior subordinated debt. The junior subordinated debt
would be issued under authority granted in Case No. PUF960032,
order dated December 20, 1996. When the preferred shares are
repurchased from AEP, APCo is expected to retire and cancel the
preferred shares. APCo states that the refinancing will be carried
out in compliance with requirements set out in Case No. PUF960032.
The Commission, upon consideration of the application and
having been advised by its Staff, is of the opinion and finds that
approval of the application will not be detrimental to the public
interest. Accordingly,
IT IS ORDERED THAT:
1. APCo is authorized to purchase the preferred shares from
AEP (obtained through the Tender Offer) at their cost plus expenses
incurred by AEP, all in a manner, under the terms and conditions
and for the purposes as set forth in the application.
2. Applicants shall file no later than March 10, 1997, a
preliminary report of action containing the results of the Tender
Offer and the outcome of the vote on the Amendment to APCo's debt
limitation.
3. Applicants shall file no later than June 30, 1997, a
final report of action containing the amount of each series of
APCo's cumulative preferred stock purchased, a detailed accounting
of the actual expenses incurred as a result of the Tender Offer, a
summary table of expenses allocated to each operating utility, a
schedule of dates and amounts of securities issued to reimburse AEP
for purchasing the preferred stock under the Tender Offer, and an
APCo balance sheet showing the impact of the transactions.
4. The approval granted herein shall not preclude the
Commission from exercising the provisions of Sections 56-78 and
Sections 56-80 of the Code of Virginia.
5. The Commission reserves the right to examine the books
and records of any affiliate in connection with the authority
granted herein, whether or not such affiliate is regulated by this
Commission, pursuant to Sections 56-79 of the Code of Virginia
hereafter.
6. The approval of this application shall have no
implications for ratemaking.
7. This matter shall be continued, subject to the continuing
review, audit and appropriate directive of the Commission.
AN ATTESTED COPY hereof shall be sent to the Applicant,
attention John O. Gwathmey, Esquire, Hunton & Williams, Riverfront
Plaza - East Tower, 951 East Byrd Street, Richmond, Virginia 23219-
4074; and to the Division of Economics & Finance of this
Commission.
Exhibit D-4
PUBLIC SERVICE COMMISSION
OF WEST VIRGINIA
CHARLESTON
At a session of the Public Service Commission of West
Virginia, in the City of Charleston on the 4th day of March, 1997.
CASE NO. 97-0134-E-PC
APPALACHIAN POWER COMPANY,
doing business as AMERICAN ELECTRIC
POWER, a public utility,
COMMISSION ORDER
WHEREAS, on February 7, 1997, Appalachian Power Company, doing
business as American Electric Power, a public utility, filed a
petition for consent and approval to purchase Appalachian's
preferred stock from American Electric Power Company, Inc., an
affiliated corporation, which American Electric Power acquires in
response to an offer to purchase which American Electric Power is
extending to the present owners of such stock.
WHEREAS, on March 3, 1997, Caryn Watson Short, Staff Attorney,
filed a Final Joint Staff Memorandum recommending approval of the
petition to purchase preferred stock, provided that approval of
this affiliated transaction does not limit future review nor
constitute approval for ratemaking purposes of any particular
financial treatment or capital structure related to the Company's
purchase of its own preferred stock.
WHEREAS, the Commission is of the opinion that the Staff's
recommendation is reasonable and should be approved.
IT IS THEREFORE ORDERED that the petition for consent and
approval to purchase Appalachian's preferred stock from American
Electric Power Company, Inc., an affiliated corporation, be, and it
hereby is, approved, provided that approval does not limit future
review not constitute approval for ratemaking purposes of any
financial treatment or capital structure related to the Company's
purchase of its own preferred stock.
A True Copy, Teste:
/s/ Todd Carden
Todd Carden
Executive Secretary
