File No. 70-
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
__________________________________
FORM U-1
__________________________________
APPLICATION OR DECLARATION
under the
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
* * *
AMERICAN ELECTRIC POWER COMPANY, INC.
AEP RESOURCES, INC.
AEP ENERGY SERVICES, 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
Jeffrey D. Cross, General Counsel
AEP RESOURCES, INC.
1 Riverside Plaza, Columbus, Ohio 43215
(Names and addresses of agents for service)
ITEM 1. DESCRIPTION OF PROPOSED TRANSACTION
American Electric Power Company, Inc. ("AEP"), is a holding
company registered under the Public Utility Holding Company Act of
1935, as amended ("1935 Act"). AEP Energy Services, Inc. ("AEPES")
and AEP Resources, Inc. ("Resources") are wholly-owned non-utility
subsidiaries of AEP. AEP, AEPES and Resources are hereinafter
sometimes collectively referred to as "Applicants".
A. Background
By orders dated September 13, 1996 (HCAR No. 26572) and
September 27, 1996 (HCAR No. 26583), AEP was authorized to form one
or more direct or indirect nonutility subsidiaries to broker and
market electric power, natural and manufactured gas, emission
allowances, coal, oil, refined petroleum products and natural gas
liquids. AEPES was incorporated as a subsidiary of AEP on
September 24, 1996 to engage in energy-related activities,
including marketing, brokering and trading of electricity, gas and
other energy commodities.
Pursuant to an order of the Commission dated June 6, 1989
(HCAR No. 24898) and supplemental orders dated October 8, 1993
(HCAR No. 25905) and February 4, 1994 (HCAR No. 25984), AEP
obtained authorization to invest in Resources, whose primary
business is development of, and investments in, exempt wholesale
generators, foreign utility companies, qualifying cogeneration
facilities and other energy-related domestic and international
investment opportunities and projects.
B. Summary of Proposed Transaction
Applicants are now seeking approval to acquire in one or more
transactions from time to time through December 31, 2003 (the
"Authorization Period"), non-utility energy assets in the United
States, including, without limitation, natural gas production,
gathering, processing, storage and transportation facilities and
equipment, liquid oil reserves and storage facilities, and
associated facilities (collectively, "Energy Assets"), that would
be incidental to and would assist Applicants and their subsidiaries
(or any other energy trading, marketing or brokering subsidiary
hereafter acquired by Applicants) in connection with energy
marketing, brokering and trading. Applicants request approval to
invest up to $800 million (the "Investment Limitation") during the
Authorization Period in such Energy Assets or in the equity
securities of companies substantially all of whose physical
properties consist of such Energy Assets.FN1
FN1 Companies whose physical properties consist of Energy Assets
may also be currently engaged in energy (gas or electric or
both) marketing or trading activities. To the extent
necessary, Applicants request authorization to continue such
activities in the event they acquire such companies.
Such Energy Assets (or equity securities of companies owning Energy
Assets) may be acquired for cash or in exchange for common stock of
AEP or other securities of Applicants or may include the assumption
of debt of the seller of such Energy Assets, or any combination of
the foregoing. If common stock of AEP is used as consideration in
connection with any such acquisition, the market value thereof on
the date of issuance will be counted against the proposed
Investment Limitation. Under no circumstances will Applicants
acquire, directly or indirectly, any assets or properties the
ownership or operation of which would cause such companies to be
considered an "electric utility company" or "gas utility company"
as defined under the 1935 Act.
As this Commission has recognized in SEI Holdings, Inc., HCAR
No. 26581 (September 26, 1996) and other decisions, a successful
marketer of energy commodities must be able to control some level
of physical assets that are incidental and reasonably necessary in
its day-to-day operations. Gas marketers today must be able to
offer their customers a variety of value-added, or "bundled"
services, such as gas storage and processing, which the interstate
pipelines offered prior to FERC Order 636.FN2
FN2 See FERC Order 636, "Pipeline Service Obligations and
Revisions to Regulations Governing Self-Implementing
Transportation; and Regulation of Natural Gas Pipelines After
Partial Wellhead Decontrol," 57 Fed. Reg. 13270 (April 16,
1992).
In order to provide such value-added services, many of the leading
gas marketers have invested in production, gathering, processing,
and storage capacity at or near the principal gas producing areas
and hubs and market centers in the United States. Similarly, in
order to compete with both pipelines and local distribution
companies for industrial and electric utility sales, marketers must
have the flexibility to acquire or construct such supply
facilities. In fact, most of the large marketers with which AEP's
non-utility subsidiaries compete own substantial physical assets of
the type described herein.
Production, gathering, processing, and storage capacity would
support Applicants' marketing activities by providing the
opportunity to hedge the prices of future supplies of natural gas
against market fluctuations. Price volatility occurs due to
fluctuations in supply and demand over periods as short as one day
or seasonally. Storage and pipeline assets allow energy marketers
to "bank" lower cost supplies for use during periods of high
volatility or take advantage of differential price spreads between
different markets. Energy marketers with strong and balanced
physical asset portfolios are able to originate tolling or reverse
tolling of gas and electric commodities. The integration of
production, gathering, and storage assets offers energy marketers
the opportunity to provide either gas or electric products and
services to energy users, at their discretion, depending on user
requirements and needs. Finally, the physical assets underlying an
energy marketer's balance sheet may provide substantial credit
support for the financial transactions undertaken by the marketer.
It is the intention of Applicants to add non-utility,
marketing-related assets as and when market conditions warrant,
whether through acquisitions of specific assets or groups of assets
that are offered for sale, or by acquiring existing companies (for
example, other gas marketing companies which own significant
physical assets in the areas of gas production, processing,
storage, and transportation). At the current time, Applicants are
investigating several opportunities to acquire midstream and
upstream assets that are being offered for sale by integrated gas
companies and other marketers. Ultimately, it is the objective of
Applicants to control a portfolio of Energy Assets that would
provide Applicants with the flexibility and capacity to compete for
sales in all major markets in the United States and, in the future,
possibly Canada.
C. Summary of Financing Proposals
As indicated, Applicants wish to have the flexibility to
acquire Energy Assets in cash transactions or in transactions in
which the seller may wish to receive common stock or other
securities of Applicants or may include the assumption of debt of
the seller of such Energy Assets, or any combination of the
foregoing. A seller of Energy Assets may, for example, wish to
arrange a tax-free transaction in which it receives common stock of
AEP. From the Applicants' perspective, having the flexibility to
arrange a tax-free transaction may lower the seller's overall sales
price. Accordingly, in order to provide the maximum flexibility,
Applicants request authorization to issue securities in order to
finance the purchase of Energy Assets, or the purchase of the
securities of companies owning Energy Assets, by Resources, AEPES
and subsidiaries of either company, in an aggregate amount not to
exceed $800 million, such securities to consist of any combination
of (i) shares of common stock of AEP; (ii) borrowings by AEP from
banks or other financial institutions under credit lines or
otherwise; (iii) guarantees of indebtedness issued by Applicants or
any existing or new subsidiary of any Applicant; or (iv) guarantees
of securities issued by any special purpose financing subsidiary of
AEP organized specifically for the purpose of financing any such
acquisition. Borrowing would be evidenced by notes having
maturities of not greater than fifteen years from the date of issue
and an average life of not greater than ten years from the date of
issue, and bear interest at either a fixed rate not greater than
300 basis points over the yield to maturity on a U.S. Treasury note
having a remaining term approximately equal to the average life of
such note, or at a floating rate not greater than 100 basis points
over the reference rate (e.g., prime commercial lending rate,
LIBOR, etc.) used as the basis for determining such rate. Such
notes may include terms that would require the payment of a premium
upon prepayment.
In turn, to the extent not exempt under Rule 52 and/or Rule
45(b), Resources, AEPES and subsidiaries of either company, or any
special purpose financing subsidiary, also propose to issue debt or
equity securities of any type, including guarantees as appropriate,
from time to time during the Authorization Period to finance
acquisitions of Energy Assets.
Such financings in aggregate with any AEP financings for which
approval is requested above and any financings performed on an
exempt basis under Rule 52 will not exceed the Investment
Limitation; i.e., $800 million. Any debt security issued to AEP to
evidence loans by AEP will comply with the requirements of Rule
52(b)(2).
The financing authorization sought herein is in addition to
the financing authority of AEP and its subsidiaries as set forth in
the orders of the Commission dated May 4, 1998 (HCAR No. 26867) and
May 10, 1996 (HCAR No. 26516) as modified by April 27, 1998 (HCAR
No. 26864).
D. Energy Commodities in Canada
Applicants also request that the Commission authorize
Applicants to broker and market Energy Commodities at wholesale and
retail in Canada.
Applicants submit that approval of this request is appropriate
in that (i) the North American energy market has already evolved
into an integrated market in terms of both physical interconnection
and the volume of cross-border electricity and gas sales; (ii) such
approval would enable Applicants to compete with other large
independent power and gas marketers that have already established
a presence in the Canadian market with resulting benefits for both
consumers and investors; (iii) such approval would enable
Applicants to establish a presence in the Canadian markets without
the need to invest significant sums in sources of production or
supply in those countries; and (iv) legislative and administrative
actions by Congress and other U.S. regulatory bodies, including the
Energy Policy Act of 1992 ("EPAct"), the North American Free Trade
Agreement ("NAFTA"), the sharp increase in export licenses granted
by the Department of Energy ("DOE"), and recent rulings by the
Federal Energy Regulatory Commission ("FERC") which (a) authorize
Powerex, a Canadian utility affiliate,FN3
FN3 Federal Energy Regulatory Commission Docket Nos. ER97-4024 and
EL95-62, 80 F.E.R.C. P. 91,343 (September 24, 1997). Powerex
is a subsidiary of British Columbia Hydro and Power Authority
("BC Hydro").
to sell power at market-based rates in the U.S. and (b) condition
market rate orders granted to power marketing affiliates of
Canadian utilities upon the existence of open access to the
transmission systems of such Canadian utilities. All of these
factors underscore the importance of promoting free and unfettered
competition in the North American energy market as a national goal.
Finally, Applicants believe that considerations underlying the
recent orders of the Commission authorizing subsidiaries of
registered holding companies to engage in demand-side management
and energy efficiency activities in Canada are equally applicable
to the proposal contained herein.
E. Other Matters
Pursuant to Rule 24, Applicants propose to report on a
quarterly basis the amount of Energy Assets purchased or
constructed in the preceding period and a brief description
thereof. It is also proposed that the amount, type, and, if a debt
security, the maturity and interest rate, of securities issued by
AEP, Resources, AEPES and subsidiaries of either company, or any
special purpose financing subsidiary in connection with the
acquisition of Energy Assets be made a part of such quarterly
report filed pursuant to Rule 24, and that such reporting also be
in lieu of any separate report on Form U-6B-2 for those financings
that are performed on an exempt basis under Rule 52.
F. Compliance with Rule 54
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, AEP, 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 AEP 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 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 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 ($1,621,199,000) represented an increase
of approximately $46,547,000 (or 3.0%) 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, AEP did not report operating losses attributable to its
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 AEP, nor would it have an
adverse impact on any of its utility subsidiaries or their
customers, or on the ability of state commissions to protect such
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 AEP's aggregate investment in EWGs and FUCOs exceeds
50% of its consolidated retained earnings.
ITEM 2. FEES, COMMISSIONS AND EXPENSES
The fees, commissions and expenses incurred or to be incurred
in connection with the transactions proposed herein are estimated
at $5,000.
ITEM 3. APPLICABLE STATUTORY PROVISIONS
Sections 9(a) and 10 of the 1935 Act are applicable to the
acquisition by Applicants or their subsidiaries of any interest in
Energy Assets or of the securities of any company that owns Energy
Assets. The issuance and sale of debt securities, equity
securities or guarantees by Applicants or their subsidiaries or any
special purpose finance subsidiary for the purpose of financing the
acquisition of Energy Assets are subject to Sections 6(a) and 7 of
the 1935 Act, and the issuance of any guarantee is subject to
Section 12(b) and Rule 45. The issuance of such securities by the
Applicants other than AEP may be exempt pursuant to Rule 52(b) or
Rule 45(b), as applicable.
Standards of Approval under Section 10
The transactions proposed herein may involve an acquisition of
securities, as well as an acquisition of an interest in another
(i.e., non-utility) business, and are therefore subject to the
approval of this Commission under Section 10. The relevant
standards for approval under Section 10 are set forth in
subsections (b), (c), and(f). In this case, the requirements of
Section 10(c) are met and there is no basis for the Commission to
make any negative findings under Section 10(b).
As applied to interests in non-utility businesses, Section
10(c)(1) of the 1935 Act provides that the Commission shall not
approve an acquisition that is "detrimental to the carrying out of
the provisions of section 11." Section 11(b)(1), in turn, directs
the Commission to limit the operations of a holding company system
to a single integrated public-utility system, provided that the
Commission may permit the retention by a registered holding company
of an interest in any non-utility business that is "reasonably
incidental, or economically necessary or appropriate to the
operations" of its integrated system or systems. The Commission
has interpreted Sections 10(c)(1) and 11(b)(1), read together, as
expressing a Congressional policy against non-utility acquisitions
that bear no functional relation to a holding company's utility
operations.
As previously indicated, Applicants are now seeking approval
to acquire non-utility, energy-related assets, that will be used in
connection with the existing energy marketing operations of AEP's
non-utility subsidiaries. The Commission has previously authorized
SEI Holdings, Inc., a subsidiary of The Southern Company, to
acquire or construct substantially similar kinds of assets in
connection with its marketing operations.
ITEM 4. REGULATORY APPROVALS
Applicants will obtain any required state commission approvals
prior to the acquisition of Energy Assets. The pre-notification
requirements of the Hart-Scott-Rodino Antitrust Improvements Act of
1976 may apply to certain acquisitions of Energy Assets or
companies owning Energy Assets, depending upon, among other
factors, the dollar amount of any such transaction. Also, the FERC
may have jurisdiction over acquisitions of companies owning Energy
Assets.
ITEM 5. PROCEDURE
The Commission is requested to publish a notice under Rule 23
with respect to the filing of this Application or Declaration as
soon as practicable. Applicants request that the Commission's
Order be issued as soon as the rules allow, and that there should
not be a 30-day waiting period between issuance of the Commission's
order and the date on which the order is to become effective. The
Applicants hereby waive a recommended decision by a hearing officer
or any other responsible officer of the Commission and consents
that the Division of Investment Management may assist in the
preparation of the Commission's decision and/or order, unless the
Division opposes the matters proposed herein.
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS
(a) Exhibits:
Exhibit F Opinion of counsel (to be filed by
amendment)
Exhibit H Proposed Form of Notice
(b) Financial Statements:
Balance Sheets as of June 30, 1998 and Statements of Income
and Retained Earnings for the twelve months ended June 30, 1998, of
AEPES, Resources and AEP, and its subsidiaries consolidated,
together with journal entries reflecting the proposed transaction
(to be filed by amendment).
ITEM 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS.
It is believed that the proposed transactions will not have
any environmental effects which would require an environmental
impact statement under Section 102(2)(c) of the National
Environmental Policy Act. Applicants are not aware of any federal
agency that has prepared or is preparing an environmental impact
statement with respect to the proposed transactions.
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.
AEP ENERGY SERVICES, INC.
AEP RESOURCES, INC.
By_/s/ A. A. Pena___________________
Treasurer
Dated: August 28, 1998
Exhibit H
UNITED STATES OF AMERICA
before the
SECURITIES AND EXCHANGE COMMISSION
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Release No. / , 1998
_________________________________________
:
In the Matter of :
:
AMERICAN ELECTRIC POWER COMPANY, INC. :
AEP ENERGY SERVICES, INC. :
AEP RESOURCES, INC. :
1 Riverside Plaza :
Columbus, Ohio 43215 :
:
(70- ) :
_________________________________________:
NOTICE OF PROPOSED INVESTMENTS
American Electric Power Company, Inc. ("AEP"), a registered
holding company, AEP Energy Services, Inc. ("AEPES") and AEP
Resources, Inc. ("Resources"), non-utility subsidiaries of AEP,
sometimes hereinafter collectively referred to as the "Applicants",
have filed with the Commission an Application or Declaration
pursuant to the Public Utility Holding Company Act of 1935 (the
"1935 Act"), designating Sections 6(a), 7, 9(a), 10 and 12(b), and
Rules 45, 52 and 54 promulgated thereunder as applicable the
proposed transactions.
Applicants are seeking approval to acquire in one or more
transactions from time to time through December 31, 2003 (the
"Authorization Period"), non-utility energy assets in the United
States, including, without limitation, natural gas production,
gathering, processing, storage and transportation facilities and
equipment, liquid oil reserves and storage facilities, and
associated facilities (collectively, "Energy Assets"), that would
be incidental to and would assist Applicants and their subsidiaries
(or any other energy trading, marketing or brokering subsidiary
hereafter acquired by Applicants) in connection with energy
marketing, brokering and trading. Applicants request approval to
invest up to $800 million (the "Investment Limitation") during the
Authorization Period in such Energy Assets or in the equity
securities of companies substantially all of whose physical
properties consist of such Energy Assets. Such Energy Assets (or
equity securities of companies owning Energy Assets) may be
acquired for cash or in exchange for common stock of AEP or other
securities of Applicants or may include the assumption of debt of
the seller of such Energy Assets, or any combination of the
foregoing. If common stock of AEP is used as consideration in
connection with any such acquisition, the market value thereof on
the date of issuance will be counted against the proposed
Investment Limitation. Under no circumstances will Applicants
acquire, directly or indirectly, any assets or properties the
ownership or operation of which would cause such companies to be
considered an "electric utility company" or "gas utility company"
as defined under the 1935 Act.
Applicants state that gas marketers today must be able to
offer their customers a variety of value-added, or "bundled"
services, such as gas storage and processing, which the interstate
pipelines offered prior to FERC Order 636.FN1
FN1 See FERC Order 636, "Pipeline Service Obligations and
Revisions to Regulations Governing Self-Implementing
Transportation; and Regulation of Natural Gas Pipelines After
Partial Wellhead Decontrol," 57 Fed. Reg. 13270 (April 16,
1992).
In order to provide such value-added services, many of the leading
gas marketers have invested in production, gathering, processing,
and storage capacity at or near the principal gas producing areas
and hubs and market centers in the United States. Similarly, in
order to compete with both pipelines and local distribution
companies for industrial and electric utility sales, marketers must
have the flexibility to acquire or construct such supply
facilities. In fact, most of the large marketers with which AEPES
competes own substantial physical assets of the type described
herein.
Production, gathering, processing, and storage capacity would
support Applicants' marketing activities by providing the
opportunity to hedge the prices of future supplies of natural gas
against market fluctuations. Price volatility occurs due to
fluctuations in supply and demand over periods as short as one day
or seasonally. Storage and pipeline assets allow energy marketers
to "bank" lower cost supplies for use during periods of high
volatility or take advantage of differential price spreads between
different markets. Energy marketers with strong and balanced
physical asset portfolios are able to originate tolling or reverse
tolling of gas and electric commodities. The integration of
production, gathering, and storage assets offers energy marketers
the opportunity to provide either gas or electric products and
services to energy users, at their discretion, depending on user
requirements and needs. Finally, the physical assets underlying an
energy marketer's balance sheet may provide substantial credit
support for the financial transactions undertaken by the marketer.
It is the intention of Applicants to add non-utility,
marketing-related assets as and when market conditions warrant,
whether through acquisitions of specific assets or groups of assets
that are offered for sale, or by acquiring existing companies (for
example, other gas marketing companies which own significant
physical assets in the areas of gas production, processing,
storage, and transportation). At the current time, Applicants are
investigating several opportunities to acquire midstream and
upstream assets that are being offered for sale by integrated gas
companies and other marketers. Ultimately, it is the objective of
Applicants to control a portfolio of Energy Assets that would
provide Applicants with the flexibility and capacity to compete for
sales in all major markets in the United States and, in the future,
possibly Canada.
Applicants request authorization to issue securities in order
to finance the purchase of Energy Assets, or the purchase of the
securities of companies owning Energy Assets, by Resources, AEPES
and subsidiaries of either company, in an aggregate amount not to
exceed $800 million, such securities to consist of any combination
of (i) shares of common stock of AEP; (ii) borrowings by AEP from
banks or other financial institutions under credit lines or
otherwise; (iii) guarantees of indebtedness issued by Applicants or
any existing or new subsidiary of any Applicant; or (iv) guarantees
of securities issued by any special purpose financing subsidiary of
AEP organized specifically for the purpose of financing any such
acquisition. Borrowing would be evidenced by notes having
maturities of not greater than fifteen years from the date of issue
and an average life of not greater than ten years from the date of
issue, and bear interest at either a fixed rate not greater than
300 basis points over the yield to maturity on a U.S. Treasury note
having a remaining term approximately equal to the average life of
such note, or at a floating rate not greater than 100 basis points
over the reference rate (e.g., prime commercial lending rate,
LIBOR, etc.) used as the basis for determining such rate. Such
notes may include terms that would require the payment of a premium
upon prepayment.
In turn, to the extent not exempt under Rule 52 and/or Rule
45(b), Resources, AEPES and subsidiaries of either company, or any
special purpose financing subsidiary, also propose to issue debt or
equity securities of any type, including guarantees as appropriate,
from time to time during the Authorization Period to finance
acquisitions of Energy Assets.
Such financings in aggregate with any AEP financings for which
approval is requested above and any financings performed on an
exempt basis under Rule 52 will not exceed the Investment
Limitation; i.e., $800 million. Any debt security issued to AEP to
evidence loans by AEP will comply with the requirements of Rule
52(b)(2).
Applicants also request that the Commission authorize
Applicants to broker and market Energy Commodities at wholesale and
retail in Canada.
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 declarant at the
address 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 or Declaration, 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
