File No. 70-9191
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
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
* * *
AMERICAN ELECTRIC POWER COMPANY, INC.
1 Riverside Plaza, Columbus, Ohio 43215
(Name of top registered holding company
parent of each applicant or declarant)
* * *
A. A. Pena, Senior Vice President
AMERICAN ELECTRIC POWER SERVICE CORPORATION
1 Riverside Plaza, Columbus, Ohio 43215
John F. Di Lorenzo, Jr., Secretary
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 holding
company registered under the Public Utility Holding Company Act of
1935 ("1935 Act"), and American Electric Power Service Corporation
("AEPSC"), a service company subsidiary of AEP (hereinafter
collectively referred to as the "Applicants"), hereby amend their
Application or Declaration on Form U-1 in File No. 70-9191 by
filing the following exhibits:
Exhibit B Form of Guaranty to be executed by AEP
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_______________
A. A. Pena, Treasurer
AMERICAN ELECTRIC POWER SERVICE CORPORATION
By:/s/ A. A. Pena_______________
A. A. Pena, Senior Vice President
Date: May 27, 1998
Exhibit B
GUARANTY
GUARANTY, dated as of this ____ day of __________, 1998,
between AMERICAN ELECTRIC POWER COMPANY, INC., a New York
corporation ("Guarantor"), and AMERICAN REAL ESTATE HOLDINGS
LIMITED PARTNERSHIP ("Lessor").
WHEREAS, American Electric Power Service Corporation
("Lessee") and American Property Investors IX entered into a Lease,
dated as of October 1, 1979, and an Agreement to Modify Lease,
dated as of October 11, 1979 (the "Lease"), whereby Lessee leased
the premises situated at 420 S.W. Fourth Street in Canton, Ohio;
WHEREAS, Lessee, Ohio Power Company ("OPCo") and Lessor, as
successor to American Property Investors IX, entered into an
Assignment of Lease dated as of April 1, 1995, whereby (i) Lessee
was released from all liability under the Lease for all obligations
arising on or after April 1, 1995 and (ii) OPCo agreed to pay all
rent and assume all liability for any other obligations arising
under the Lease from and after April 1, 1995;
WHEREAS, Lessee, Lessor and OPCo desire to enter into a new
Assignment of Lease whereby (i) OPCo is released from all liability
under the Lease for all obligations arising on or after _____ __,
1998 and (ii) Lessee agrees to pay all rent and assume all
liability for any other obligations arising under the Lease from
and after _____ __, 1998;
WHEREAS, as an inducement for Lessor to enter into the
Assignment of Lease, Guarantor has agreed to guarantee Lessee's
payment of rent and other obligations under the Lease;
NOW, THEREFORE, in consideration of the mutual covenants
herein contained, Guarantor and Lessor agree as follows:
Section 1. Unconditional Guaranty. In order to induce Lessor
to enter into the Assignment of Lease, Guarantor unconditionally
agrees that if Lessee shall fail to make any payment of rent when
due, or any other amount payable by Lessee pursuant to the terms of
the Lease, Guarantor shall, within ten (10) days after receipt of
written notice thereof from Lessor, pay to Lessor the amount due
and unpaid by the Lessee. Guarantor agrees that the performance or
observance by Lessee of any provision of the Lease may be waived or
the time of performance thereof extended and the payment of any
obligations hereby guaranteed may be extended or renewed, in whole
or in part, without affecting this Guaranty.
Section 2. Validity. The obligations of Guarantor under this
Guaranty shall be unconditional irrespective of the genuineness,
validity, regularity or enforceability of the obligations of Lessee
under the Lease or, to the fullest extent permitted by applicable
law, any other circumstances which might otherwise constitute a
legal or equitable discharge of a surety or guarantor.
Section 3. Waivers. Guarantor hereby expressly waives any
requirement that any right or power be exhausted or any action be
taken against Lessee and all notices and demands whatsoever.
Section 4. Reinstatement. The obligations of Guarantor under
this Guaranty shall be reinstated if at any time any payment
received by Lessor from Lessee under the Lease is required to be
repaid by Lessor.
Section 5. Binding Effect; Governing Law. This Guaranty
shall be binding upon and inure to the benefit of the Guarantor and
Lessor and their respective successors and assigns, except that
Guarantor shall not have the right to assign this Guaranty without
the prior written consent of Lessor. This Guaranty shall be
governed by, and construed in accordance with, the laws of the
State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this
Guaranty to be executed by their respective officers thereunto duly
authorized, as of the date first above written.
AMERICAN ELECTRIC POWER COMPANY, INC.
By:____________________________
Treasurer
AMERICAN REAL ESTATE HOLDINGS
LIMITED PARTNERSHIP
By:___________________________
[Title]
Exhibit F
614/223-1630
Securities and Exchange Commission
Office of Public Utility Regulation
450 Fifth Street, N.W.
Washington, D.C. 20549-1004
May 27, 1998
Gentlemen:
With respect to the Application or Declaration on Form U-1 of
American Electric Power Company, Inc. ("AEP"), a holding company
registered under the Public Utility Holding Company Act of 1935
("1935 Act") and American Electric Power Service Corporation
("AEPSC"), a service company subsidiary of AEP, relating to the
guaranty of certain obligations of AEPSC under a lease assignment,
I wish to advise you as follows:
I am of the opinion that, in the event that the proposed
transactions are consummated in accordance with said Application or
Declaration, as the same may be amended, and when the steps
referred to in the next following paragraph shall have been taken:
(a) All state laws applicable to the proposed transactions
will have been complied with;
(b) The guaranty will be a valid and binding obligation of
AEP in accordance with its terms, except as the same may
be limited by applicable bankruptcy, insolvency, reor-
gani-zation, moratorium or other laws affecting the
enforceability of creditors' rights generally and by
general principles of equity; and
(c) Consummation of the proposed transaction will not violate
the legal rights of the holders of any securities issued
by AEPSC, AEP or any associate company thereof.
The steps to be taken which are referred to in the next preceding
paragraph consist of the following:
1. Appropriate action by the Securities and Exchange
Commission with respect to the transactions described in
said Application or Declaration;
2. Compliance with Federal, state and other securities laws;
3. Execution of the guaranty in accordance with the
governmental and corporate authorizations aforesaid.
I hereby consent to the filing of this opinion as an exhibit to the
above-mentioned Application or Declaration.
Very truly yours,
/s/ David C. House
David C. House
