SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
AMENDMENT NO. 1
to
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(E)(1) of the Securities
Exchange Act of 1934)
________________
APPALACHIAN POWER COMPANY
(Name of Issuer)
AMERICAN ELECTRIC POWER COMPANY, INC.
(Name of Person Filing Statement)
Title CUSIP
Appalachian Power Company,
Cumulative Preferred Stock
- 4-1/2% Series 037735 10 7
- 5.90% Series 037735 84 2
- 5.92% Series 037735 85 9
- 6.85% Series 037735 83 4
- 7.80% Series 037735 86 7
(Title of Class of Securities)
(CUSIP No. of Class of Securities)
Armando A. Pena
Treasurer
American Electric Power Company, Inc.
Appalachian Power Company
1 Riverside Plaza
Columbus, Ohio 43215
(614) 223-2850
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person Filing Statement)
January 30, 1997
(Date Tender Offer First Published, Sent or
Given to Security Holders)
Calculation of Filing Fee
Transaction Valuation* Amount of Filing Fee
$219,815,000 $43,963
*Solely for purposes of calculating the filing fee and computed
pursuant to Section 13(e)(3) of the Securities Exchange Act of
1934, as amended, and Rule 0-11(b)(1) thereunder, the transaction
value equals the total amount of funds, excluding fees and other
expenses, required to purchase all outstanding shares of each class
of securities listed above pursuant to the Offer described in the
Offer to Purchase and Proxy Statement filed as an Exhibit hereto.
[ X ] Check box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the offsetting
fee was previously paid. Identify the previous filing by
registration statement number, or the form or schedule and the date
of its filing.
Amount Previously Paid: $43,963.00
Form or Registration No.: Schedule 13E-4
Filing Party: American Electric Power Company, Inc.
Date Filed: January 30, 1997
This Amendment No. 1 (the "Final Amendment") amends and
supplements the Issuer Tender Offer Statement on Schedule 13E-4
(the "Statement") dated January 30, 1997 filed by American Electric
Power Company, Inc., a New York corporation ("AEP"), relating to
its offer to purchase any and all outstanding Shares of Cumulative
Preferred Stock of Appalachian Power Company, a Virginia
corporation and direct utility subsidiary of AEP ("APCo"), upon the
terms and subject to the conditions set forth in the Offer to
Purchase and Proxy Statement, dated January 30, 1997, and in the
related Letter of Transmittal (which together constitute the
"Offer"), copies of which are attached as Exhibit 99.(a)(1) and
99.(a)(2) to the Statement.
Only those items of the Statement that are amended and
supplemented hereby are included herein. Unless otherwise defined
herein, all capitalized terms shall have the respective meanings
ascribed to them in the Statement.
Item 1. Security and Issuer.
Item 1 of the Statement is hereby amended and supplemented by
adding thereto the following:
The Offer expired at 5:00 p.m., New York City time, on
February 28, 1997 in accordance with its terms. On March 6, 1997,
AEP purchased the Shares validly tendered pursuant to the Offer by
depositing the aggregate purchase price therefor with the
Depositary. The Shares so purchased, and purchase price therefor,
for each Series of Preferred are as follows:
Shares
Series of Preferred Purchased Purchase Price
4-1/2% Series 99,564 $ 6,871,907
5.90% Series 422,900 43,630,593
5.92% Series 538,500 55,573,200
6.85% Series 215,500 23,114,530
7.80% Series 22,500 2,373,750
Total 1,298,964 $131,563,980
Item 2. Source and Amount of Funds or Other Consideration.
Item 2 of the Statement is hereby amended and supplemented by
adding thereto the following:
The total amount required by AEP to purchase the Shares
pursuant to the Offer was $132,320,660, excluding fees and other
expenses. AEP paid the purchase price to First Chicago Trust
Company of New York, as Depositary, at 9:30 a.m. on March 6, 1997
from a daylight overdraft position extended to its account and
received funds that afternoon from APCo to cover that position.
Item 3. Purpose of the Tender Offer and Plans or Proposals of the
Issuer or Affiliate.
Item 3 of the Statement is hereby amended and supplemented by
adding thereto the following:
The Shares purchased by AEP pursuant to the Offer were
subsequently sold to APCo and were thereupon retired and canceled.
As a result thereof, APCo has, as of March 7, 1997, a total of
899,186 Shares outstanding, consisting of 198,586 Shares of the 4-
1/2% Series, 77,100 Shares of the 5.90% Series, 61,500 Shares of
the 5.92% Series, 84,500 Shares of the 6.85% Series and 477,500
Shares of the 7.80% Series. In addition, the 4-1/2% Series of
Preferred continues to meet the listing requirements of the
Philadelphia Stock Exchange.
Item 9. Material to be Filed as Exhibits.
Exhibit No. Description
99.(a)(10) Press Release, dated March 3, 1997.
SIGNATURE
After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Dated: March 12, 1997
American Electric Power Company, Inc.
By: /s/ G. P. Maloney
G. P. Maloney
Vice President
Exhibit 99.(a)(10)
Media contact: Pat D. Hemlepp
Manager, Media Relations
American Electric Power
614/223-1620
Analysts contact: John S. Bilacic
Manager, Investor Relations
American Electric Power
614/223-2847
FOR IMMEDIATE RELEASE
SHAREHOLDERS OF APPALACHIAN POWER, INDIANA MICHIGAN POWER AND OHIO
POWER APPROVE ARTICLES' AMENDMENTS AT SPECIAL MEETINGS;
PREFERRED SHAREHOLDERS OF APPALACHIAN POWER, INDIANA MICHIGAN POWER
AND OHIO POWER TENDER SHARES TO AMERICAN ELECTRIC POWER
COLUMBUS, Ohio, March 3, 1997 -- The shareholders of Appalachian
Power Company, Indiana Michigan Power Company and Ohio Power
Company, each a utility subsidiary of American Electric Power
Company, Inc. (NYSE:AEP), approved an amendment to the
subsidiaries' respective articles of incorporation. The amendment
removes a provision of the articles that limits the subsidiaries'
ability to issue debt, including short-term debt.
Each subsidiary will make a special cash payment in the amount
of $1.00 per share to its preferred shareholders who voted in favor
of the proposed amendment, provided that such shares were not
tendered pursuant to AEP's offer. Those preferred shareholders who
validly tendered their shares will receive only the purchase price
per share offered by AEP.
In conjunction with the special meeting and proxy, AEP offered
to purchase for cash any and all outstanding shares of preferred
stock of Appalachian Power Company, Indiana Michigan Power Company
and Ohio Power Company. The preferred shareholders tendered, and
AEP accepted, approximately $130 million, $77 million and $119
million of shares, respectively, for a total of approximately $326
million. The tender offers commenced on Thursday, Jan. 30, 1997
and expired at 5:00 p.m. EST Friday, Feb. 28, 1997.
AEP, one of the nation's largest investor-owned utilities,
provides electric energy to 7 million people in Ohio, Indiana,
Michigan, West Virginia, Virginia, Tennessee and Kentucky. In
addition, wholly owned subsidiaries provide power engineering,
consulting and management services throughout the world. The
company is based in Columbus, Ohio.
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News releases and other information about AEP can be found on
the World Wide Web at http://www.aep.com.
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