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File No. 70-9169
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
__________________________________
AMENDMENT NO. 3
TO
FORM U-1
__________________________________
DECLARATION
under the
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
* * *
AMERICAN ELECTRIC POWER COMPANY, INC.
1 Riverside Plaza, Columbus, Ohio 43215
(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)
* * *
Susan Tomasky, General Counsel
AMERICAN ELECTRIC POWER SERVICE CORPORATION
1 Riverside Plaza Columbus, Ohio 43215
American Electric Power Company, Inc. ("AEP"), a New York
corporation and a registered holding company under the Public
Utility Holding Company Act of 1935, as amended (the "Act") hereby
amends its Form U-1 Declaration in File No. 70-9169:
1. By amending and restating the fourth paragraph of Item 1
as follows:
"On January 28, 1998, the Board of Directors of AEP
adopted a resolution approving an amendment to the restated
certificate of incorporation to increase the number of
authorized shares of AEP common stock. At the Annual Meeting
of Shareholders of AEP held on May 27, 1998, holders of
approximately 71% of all outstanding AEP common stock approved
an amendment to the restated certificate of incorporation to
increase the number of authorized shares of AEP common stock.
The par value of each share of AEP common stock shall remain
$6.50. At the Annual Meeting of Stockholders of CSW held on
May 28, 1998, holders of approximately 82% of all outstanding
CSW common stock approved the Merger."
2. By adding the following paragraphs to the end of Item 1:
"Rule 54 provides that in determining whether to approve
certain transactions other than those involving an exempt
wholesale generator ('EWG') or a foreign utility company
('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. As set forth below, all applicable conditions
of Rule 53(a) are currently satisfied and none of the
conditions set forth in Rule 53(b) exist or will exist as a
result of the transactions proposed herein, thereby satisfying
such provision and making Rule 53(c) inapplicable.
Rule 53(a)(1). As of September 30, 1998, AEP, through
its subsidiary, AEP Resources, Inc., had aggregate investment
in FUCOs of $463,536,000. This investment represents
approximately 28.0% of $1,654,505,000, the average of the
consolidated retained earnings of AEP reported on Forms 10-Q
and 10-K for the four consecutive quarters ended September 30,
1998.
Rule 53(a)(2). Each FUCO in which AEP invests 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
Utility Subsidiaries (the seven electric utility subsidiaries
in the AEP System are Appalachian Power Company, Columbus
Southern Power Company, Indiana Michigan Power Company,
Kentucky Power Company, Kingsport Power Company, Ohio Power
Company and Wheeling Power Company (collectively, the 'Utility
Subsidiaries')) of AEP will, at any one time, directly or
indirectly, render services to any FUCO.
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 Utility 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 ($1,654,585,000) represented an
increase of approximately $63,768,000 (or 4%) in the average
consolidated retained earnings from the previous four
quarterly periods ($1,590,817,000); and (iii) for the fiscal
year ended December 31, 1997, AEP did not report operating
losses attributable to AEP's direct or indirect investments in
EWGs and FUCOs.
AEP was authorized to invest up to 100% of its
consolidated retained earnings in EWGs and FUCOs (HCAR No.
26864, April 27, 1998) (the '100% Order') in File No. 70-9021.
In connection with its consideration of AEP's application for
the 100% Order, the Commission reviewed AEP's procedures for
evaluating EWG or FUCO investments. Based on projected
financial ratios and on procedures and conditions established
to limit the risks to AEP involved with investments in EWGs
and FUCOs, the Commission determined that permitting AEP to
invest up to 100% of its consolidated retained earnings in
EWGs and FUCOs would not have a substantial adverse impact
upon the financial integrity of the AEP System, nor would it
have an adverse impact on any of the Utility Subsidiaries or
their customers, or on the ability of state commissions to
protect the Utility Subsidiaries or their customers. Since
similar considerations are involved hereunder with respect to
Rule 54, Applicant should not be required to make subsequent
Rule 54 filings once AEP's aggregate investment in EWGs and
FUCOs exceeds 50% of its consolidated retained earnings."
3. By adding the following exhibits under Item 6:
Exhibit 5 Certificate of Amendment of the
Certificate of Incorporation of AEP
(providing for the increase in the
number of authorized shares)
Exhibit F Opinion of Counsel
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.
By__/s/ A. A. Pena__________________
Treasurer
Dated: December 10, 1998
Exhibit 5
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
AMERICAN ELECTRIC POWER COMPANY, INC.
Under Section 805 of the Business Corporation Law
The undersigned, being respectively the Vice President and
Secretary of American Electric Power Company, Inc., hereby certify
that:
1. The name of the corporation is AMERICAN ELECTRIC POWER
COMPANY, INC. The name under which the corporation was formed is
American Gas and Electric Company.
2. The Department of State on February 18, 1925 filed the
certificate of consolidation forming the corporation.
3.(A) The certificate of incorporation of the corporation,
as heretofore amended, is hereby amended pursuant to section
801(b)(7) of the Business Corporation Law, to effect an increase in
the aggregate number of shares which the corporation shall have
authority to issue from 300,000,000 shares of Common Stock, of the
par value of $6.50 each, to 600,000,000 shares of Common Stock, of
the par value of $6.50 each.
(B) Paragraph 4.1 of the certificate of incorporation of
the corporation, as heretofore amended, is hereby amended to read
as follows:
4.1 The aggregate number of shares which the corporation
is authorized to issue is 600,000,000 shares of Common
Stock, of the par value of $6.50 each.
4. The manner in which this amendment to the certificate
of incorporation of the corporation, as heretofore amended, was
authorized was by the (i) unanimous affirmative vote of the Board
of Directors of the corporation at its meeting duly called and held
on the 28th day of January, 1998, a quorum being present, and (ii)
affirmative vote of the holders of a majority of all outstanding
shares entitled to vote thereon at the annual meeting of
shareholders of the corporation duly called and held on the 27th
day of May, 1998, a quorum being present.
IN WITNESS WHEREOF, the undersigned have signed this
certificate this ______ day of _________________, 199_, and do
affirm the contents to be true under the penalties of perjury.
_________________________
Henry W. Fayne, Vice President
_________________________
Susan Tomasky, Secretary
Exhibit F
614/223-1648
Securities and Exchange Commission
Office of Public Utility Regulation
450 Fifth Street, N.W.
Washington, D.C. 20549
December 10, 1998
Re: American Electric Power Company, Inc. ("AEP")
SEC File No. 70-9169
Gentlemen:
In connection with the transactions proposed and described in the
Application or Declaration on Form U-1 filed with this Commission
by AEP in the captioned proceeding, to which this opinion is an
exhibit, I wish to advise you as follows:
I am of the opinion that AEP is a corporation validly organized
and duly existing under the laws of the state in which it was
incorporated.
I am further of the opinion that, in the event that the proposed
transactions are consummated in accordance with said Application
or Declaration:
(a) all state laws applicable to the proposed transactions
will have been complied with; and
(b) consummation of the proposed transactions will not
violate the legal rights of the holders of any
securities issued by AEP or any associate company
thereof.
I hereby consent to the filing of this opinion as an exhibit to
the above-mentioned Application or Declaration, as amended.
Very truly yours,
/s/ Thomas G. Berkemeyer
Thomas G. Berkemeyer
