<PAGE> File No. 70-8693
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 3
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
AEP GENERATING COMPANY
1 Riverside Plaza, Columbus, Ohio 43215
APPALACHIAN POWER COMPANY
40 Franklin Road, S.W., Roanoke, Virginia 24011
COLUMBUS SOUTHERN POWER COMPANY
215 North Front Street, Columbus, Ohio 43215
INDIANA MICHIGAN POWER COMPANY
One Summit Square, P. O. Box 60, Fort Wayne, Indiana 46801
KENTUCKY POWER COMPANY
1701 Central Avenue, Ashland, Kentucky 41101
KINGSPORT POWER COMPANY
40 Franklin Road, S. W. Roanoke, Virginia 24011
OHIO POWER COMPANY
301 Cleveland Avenue, S. W., Canton, Ohio 44701
WHEELING POWER COMPANY
51 Sixteenth St., Wheeling, West Virginia 26003
(Name of company or companies filing this state-
ment 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)
***
A. A. Pena, Treasurer
AMERICAN ELECTRIC POWER SERVICE CORPORATION
1 Riverside Plaza, Columbus, Ohio 43215
John F. DiLorenzo, Jr., Associate General Counsel
AMERICAN ELECTRIC POWER SERVICE CORPORATION
1 Riverside Plaza, Columbus, Ohio 43215
(Names and addresses of agents for service)
American Electric Power Company, Inc. ("American"), AEP
Generating Company ("Generating"), Appalachian Power Company
("Appalachian"), Columbus Southern Power Company ("Columbus"),
Indiana Michigan Power Company ("Indiana"), Kentucky Power Company
("Kentucky"), Kingsport Power Company ("Kingsport"), Ohio Power
Company ("Ohio") and Wheeling Power Company ("Wheeling")
(collectively, "the Companies") propose to amend their
Application/Declaration on Form U-1, as amended, in File No. 70-
8693. Generating, Appalachian, Columbus, Indiana, Kentucky,
Kingsport, Ohio and Wheeling are collectively referred to herein as
Operating Companies.
1. The last sentence in the third paragraph under the
caption Notes to Banks and Commercial Paper is hereby restated to
read as follows:
It is anticipated that, if this Application or Declaration
relating to short-term bank borrowings through December 31,
2003 is granted as requested, American, Appalachian, Columbus,
Generating, Indiana, Kentucky, Kingsport, Ohio and Wheeling
will be authorized, or otherwise permitted under Section 6(b),
as the case may be, to borrow, in the aggregate, amounts not
to exceed $2,135,000,000 at any one time.
2. The fourth paragraph under the caption Notes to Banks and
Commercial Paper in ITEM l. DESCRIPTION OF TRANSACTIONS is amended
by restating such paragraph in its entirety as follows:
Notes to be issued to banks pursuant to the Credit
Arrangements will mature not more than 270 days after the date
of issuance or renewal thereof. Notes will bear interest at
either (a) a fixed rate agreed to by the borrower and the
lender but in no event greater than the prime rate prevailing
on the date of such borrowing or (b) a floating rate based on
the higher of the lender's prime rate or 1/2 of 1% per annum
above the Federal Funds Rate. Credit Arrangements with the
banks generally require the payment of a commitment fee.
Facility fees for shared lines of credit or revolving credit
obligations are generally borne by American and participating
subsidiaries in proportion to their respective projected
maximum need for such credit facilities.
3. Paragraph B in ITEM l. DESCRIPTION OF TRANSACTIONS is
amended by restating such paragraph in its entirety as follows:
American requests authorization herein to guarantee from
time to time through December 31, 2003 on behalf of its
wholly-owned subsidiary American Electric Power Service
Corporation ("AEPSC") up to $40,000,000 principal amount of
short-term indebtedness through the issuance and sale of notes
to banks (the "Short-Term Notes") as funds may be required
with terms similar to those contained in the proposed forms of
Agreements attached as Exhibits A-1 and A-2; provided that the
aggregate amount of such guarantees shall not exceed
$40,000,000 at any one time outstanding. Notes will bear
interest at either (a) a fixed rate based on the effective
cost of money for unsecured prime commercial bank loans
prevailing on the date of such borrowing or (b) a floating
rate based on the higher of the lender's prime rate or 1/2 of
1% per annum above the Federal Funds Rate. In order to induce
a lender to purchase the Short-Term Notes from AEPSC, American
proposes to unconditionally guarantee to pay any lender the
amounts due and unpaid by AEPSC.
4. Paragraph C under the caption ITEM l. DESCRIPTION OF
TRANSACTIONS is amended by adding the following sentences: None of
the proceeds of the securities issued by American under the
authority granted in this matter will be used for investments in
EWG's and FUCO's except as authorized for American under Release
No. 35-26864. None of the proceeds of the securities issued by the
Operating Companies under the authority granted in this matter
will be used for investments in EWG's and FUCO's.
5. By supplying the following exhibit in ITEM 6. EXHIBITS AND
FINANCIAL STATEMENTS:
The following financial statements, and Source of Funds
Statements are filed as part of this statement:
Exhibit F-1 Opinion of counsel
SIGNATURES
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned have duly caused this Post-
Effective Amendment No. 3 to Form U-1 to be signed on their behalf
by the undersigned thereunto duly authorized.
AMERICAN ELECTRIC POWER COMPANY, INC.
AEP GENERATING COMPANY
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: April 30, 1998
<PAGE> EXHIBIT F-1
(614) 223-1649
April 30, 1998
Securities and Exchange Commission
Division of Corporate Regulation
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: American Electric Power Company, Inc.
AEP Generating Company
Appalachian Power Company
Columbus Southern Power Company
Indiana Michigan Power Company
Kentucky Power Company
Kingsport Power Company
Ohio Power Company
Wheeling Power Company
Gentlemen:
I have acted as counsel for American Electric Power Company, Inc.
("American") and certain of its subsidiaries in the above-
captioned matter, which involves the increase in amount of and
extension of time for short-term financing program for American,
AEP Generating Company ("Generating"), Appalachian Power Company
("Appalachian"), Columbus Southern Power Company ("Columbus"),
Indiana Michigan Power Company ("Indiana"), Kentucky Power
Company ("Kentucky"), Kingsport Power Company ("Kingsport"), Ohio
Power Company ("Ohio") and Wheeling Power Company ("Wheeling")
for the period through December 31, 2003. The proposed short-
term financing program of American, Appalachian, Columbus,
Indiana, Kentucky and Ohio involves the issuance, reissuance and
sale of short-term debt, in the form of notes to banks and
commercial paper to one or more dealers in commercial paper for
resale, in aggregate amounts not to exceed $500,000,000;
$325,000,000; $300,000,000; $300,000,000; $150,000,000; and
$400,000,000, respectively, outstanding at any one time, from
time to time prior to January 1, 2004. The proposed short-term
financing program of Generating, Kingsport, and Wheeling involves
the issuance, reissuance and sale of short-term debt in the form
of notes to banks in aggregate amounts not to exceed
$100,000,000; $30,000,000; and $30,000,000, respectively,
outstanding at any one time, from time to time prior to January
1, 2004.
In addition, American requests authority through December 31,
2003 to guarantee short-term indebtedness of its wholly-owned
subsidiary American Electric Power Service Corporation ("AEPSC")
up to $40,000,000 principal outstanding at any one time through
the issuance and sale of notes to banks.
In connection with my review of the above-described and proposed
transactions, I have examined, among other things, the
Application or Declaration on Form U-1 as filed by American and
its subsidiaries with your Commission under the Public Utility
Holding Company Act of 1935; and the resolutions proposed to be
adopted by the Boards of Directors of American, Generating,
Appalachian, Columbus, Indiana, Kentucky, Kingsport, Ohio and
Wheeling authorizing the proposed short-term financing program
and the filing of all necessary applications for regulatory
approvals in connection therewith.
In my opinion, if said Application or Declaration on Form U-1 as
filed with your Commission is granted or permitted to become
effective, if all necessary actions are taken by the Boards of
Directors of American, Generating, Appalachian, Columbus,
Indiana, Kentucky, Kingsport, Ohio and Wheeling, and if the
proposed transactions are consummated in accordance with said
Application or Declaration on Form U-1: (a) all state laws
applicable to the proposed transactions will have been complied
with; (b) American, Appalachian, Columbus, Indiana, Kentucky and
Ohio, the proposed issuers of the notes to banks and the
commercial paper, are validly organized and duly existing
corporations and such notes to banks and such commercial paper
will be valid and binding obligations of American, Appalachian,
Columbus, Indiana, Kentucky and Ohio in accordance with their
terms; (c) Generating, Kingsport and Wheeling, the proposed
issuers of the notes to banks, are validly organized and duly
existing corporations and such notes to banks will be valid and
binding obligations of Generating, Kingsport and Wheeling in
accordance with their terms; and (d) the consummation of the
proposed transactions will not violate the legal rights of the
holders of any securities issued by American, Appalachian,
Generating, Columbus, Indiana, Kentucky, Kingsport, Ohio and
Wheeling, or by any associate company of any of them.
I consent to the use of this opinion as part of the above-
mentioned Application or Declaration on Form U-1.
Very truly yours,
/s/ Ann B. Graf
Ann B. Graf
Counsel for
American Electric Power Company, Inc.
AEP Generating Company
Appalachian Power Company
Columbus Southern Power Company
Indiana Michigan Power Company
Kentucky Power Company
Kingsport Power Company
Ohio Power Company
Wheeling Power Company
