File No. 70-8779
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________
POST-EFFECTIVE AMENDMENT NO. 8
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)
* * *
Susan Tomasky, General Counsel
AMERICAN ELECTRIC POWER SERVICE CORPORATION
1 Riverside Plaza, Columbus, Ohio 43215
(Name and address of agent for service)
American Electric Power Company, Inc. ("American"), a holding
company registered under the Public Utility Holding Company Act of
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. By adding the following paragraphs to the end of Item 1C:
"By orders dated September 13, 1996 (HCAR No. 26572) and
September 27, 1996 (HCAR No. 26583), American was authorized
to form one or more direct or indirect nonutility subsidiaries
('New Subsidiaries') to broker and market electric power,
natural and manufactured gas, emission allowances, coal, oil,
refined petroleum products and natural gas liquids ('Energy
Commodities'). American was also authorized to guarantee
through December 31, 2000 up to $50 million of debt and up to
$200 million of other obligations of the New Subsidiaries
('Guarantee Authority'). Obligations of the New Subsidiaries
(other than debt) might take the form of bid bonds or other
direct or indirect guarantees of contractual or other
obligations.
By order dated May 2, 1997 (HCAR No. 26713), the
Guarantee Authority was expanded so that American could
guarantee the debt and other obligations of the New
Subsidiaries for all Energy-Related Company activities and the
debt and other obligations of any subsidiary acquired or
established under Rule 58.
American now requests authority to extend the Guarantee
Authority through December 31, 2002 and to increase the
Guarantee Authority up to $100 million of debt of the New
Subsidiaries. All other terms, conditions and limitations
contained in HCAR 26713 shall continue as currently in
effect."
2. By amending and restating Item 1D as follows:
"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 June 30, 1998, American, through
its subsidiary, Resources, had aggregate investment in FUCOs
of $450,133,000. This investment represents approximately
27.8% of $1,621,199,000, the average of the consolidated
retained earnings of American reported on Forms 10-Q and 10-K
for the four consecutive quarters ended June 30, 1998.
Rule 53(a)(2). Each FUCO in which American 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 of American will, at any one time,
directly or indirectly, render services to any FUCO.
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 Utility 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
($1,621,199,000) represented an increase of approximately
$46,547,000 (or 3%) in the average consolidated retained
earnings from the previous four quarterly periods
($1,574,652,000); and (iii) for the fiscal year ended December
31, 1997, American did not report operating losses
attributable to American's direct or indirect investments in
EWGs and FUCOs.
American 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 American's application
for the 100% Order, the Commission reviewed American's
procedures for evaluating EWG or FUCO investments. Based on
projected financial ratios and on procedures and conditions
established to limit the risks to American involved with
investments in EWGs and FUCOs, the Commission determined that
permitting American 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, Applicants should not be
required to make subsequent Rule 54 filings once American's
aggregate investment in EWGs and FUCOs exceeds 50% of its
consolidated retained earnings."
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. 8."
4. By filing a Proposed Form of Notice as Exhibit G-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
INDIANA MICHIGAN POWER COMPANY
KENTUCKY POWER COMPANY
KINGSPORT POWER COMPANY
OHIO POWER COMPANY
WHEELING POWER COMPANY
By /s/ A. A. Pena
Treasurer
Dated: September 4, 1998
Exhibit G-2
UNITED STATES OF AMERICA
before the
SECURITIES AND EXCHANGE COMMISSION
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Release No. /September , 1998
_____________________________________________
:
In the Matter of :
:
AMERICAN ELECTRIC POWER COMPANY, INC. :
1 Riverside Plaza :
Columbus, OH 43215 :
:
(70-8779) :
_____________________________________________:
American Electric Power Company, Inc. ("American"), a holding
company registered under the Public Utility Holding Company Act of
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, have
filed a post-effective amendment to their Application or
Declaration with this Commission pursuant to Sections 6, 7, 9(a),
9(c)(3), 12(b) and 13(b) of the 1935 Act and Rules 45 and 52
thereunder.
By orders dated September 13, 1996 (HCAR No. 26572) and
September 27, 1996 (HCAR No. 26583), American was authorized to
form one or more direct or indirect nonutility subsidiaries ("New
Subsidiaries") to broker and market electric power, natural and
manufactured gas, emission allowances, coal, oil, refined petroleum
products and natural gas liquids ("Energy Commodities"). American
was also authorized to guarantee through December 31, 2000 up to
$50 million of debt and up to $200 million of other obligations of
the New Subsidiaries ("Guarantee Authority"). Obligations of the
New Subsidiaries (other than debt) might take the form of bid bonds
or other direct or indirect guarantees of contractual or other
obligations.
By order dated May 2, 1997 (HCAR No. 26713), the Guarantee
Authority was expanded so that American could guarantee the debt
and other obligations of the New Subsidiaries for all Energy-
Related Company activities and the debt and other obligations of
any subsidiary acquired or established under Rule 58.
American now requests authority to extend the Guarantee
Authority through December 31, 2002 and to increase the Guarantee
Authority up to $100 million of debt of the New Subsidiaries. All
other terms, conditions and limitations contained in HCAR 26713
shall continue as currently in effect.
The Application or Declaration and any amendments thereto are
available for public inspection through the Commission's Office of
Public Reference. Interested persons wishing to comment or request
a hearing should submit their views in writing by September ,
1998 to the Secretary, Securities and Exchange Commission,
Washington, D.C. 20549, and serve a copy on the applicants at the
addresses specified above. Proof of service (by affidavit or, in
case of any attorney at law, by certificate) should be filed with
the request. Any request for a hearing shall identify specifically
the issues of fact or law that are disputed. A person who so
requests will be notified of any hearing, if ordered, and will
receive a copy of any notice or order issued in this matter. After
said date, the Application, as filed or as it may be amended, may
be permitted to become effective.
For the Commission, by the Office of Public Utility
Regulation, pursuant to delegated authority.
Jonathan G. Katz
Secretary
