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UNITED STATES OF AMERICA
BEFORE THE SECURITIES AND EXCHANGE COMMISSION
____________________________________________
:
In the matter of :
:
AMERICAN ELECTRIC POWER COMPANY, INC. : CERTIFICATE OF
Columbus, Ohio : NOTIFICATION
:
AEP RESOURCES, INC. :
Columbus, Ohio :
:
(70-8429) :
(70-6126) :
(70-5943) :
:
Public Utility Holding Company Act of 1935 :
____________________________________________:
THIS IS TO CERTIFY THAT AMERICAN ELECTRIC POWER COMPANY, INC.
("American"), AEP RESOURCES, INC. ("Resources") and certain of their
Project Parents (as defined in the orders mentioned below), in
accordance with the terms and conditions of, and for the purposes
represented by, the Application or declaration herein, as amended, and
the orders of the Securities and Exchange Commission with respect
thereto, dated May 10, 1996 and December 24, 1994, have carried out the
transactions listed below:
A. Description of the Transactions
1. On June 9, 1998, Yorkshire Capital Trust I, a statutory
business trust created under the laws of the state of
Delaware (the "Trust"), issued 11,000,000 8.08% Trust
Securities (liquidation amount $25 Per Trust Security) (the
"Trust Securities") pursuant to an underwritten public
offering. Payments on the Trust Securities are fully and
unconditionally guaranteed, as set forth in the prospectus
relating to the Trust Securities, by Yorkshire Power Group
Limited, a private company with limited liability
incorporated under the laws of England and Wales ("Yorkshire
Group"). Yorkshire Group is a Project Parent affiliated with
American and Resources and is owned equally by Resources and
New Century International, Inc., a Delaware corporation
("NCI"). The Trust is a "wholly-owned subsidiary" (as
defined in Rule 1-02 (aa) of Regulation S-X) of Yorkshire
Group.
2. Concurrent with the issuance of the Trust Securities,
Yorkshire Power Finance Limited, a private company with
limited liability incorporated under the laws of the Cayman
Islands ("Yorkshire Finance"), issued U. S. $275,000,000
aggregate principal amount of its 8.08% Junior Subordinated
Deferrable Interest Debentures, Series A due June 30, 2038
(the "Debentures") to the Trust. In return for the
Debentures, Yorkshire Finance received from the Trust all of
the proceeds from the sale of the Trust Securities. Payment
on the Debentures are irrevocably and unconditionally
guaranteed on a subordinated basis by Yorkshire Group.
Yorkshire Finance is a "wholly-owned subsidiary" (as defined
in Rule 1-02 (aa) of Regulation S-X) of Yorkshire Group.
3. Upon receiving the proceeds from the Trust for the
Debentures, Yorkshire Finance, in turn, loaned the net
proceeds thereof to Yorkshire Group with such loan to be
evidenced by a promissory note issued by Yorkshire Group in
the amount of U. S. $264,837,500 (the "Promissory Note").
The Promissory Note bears interest at a rate of 8.604% per
annum and will mature on June 30, 2018.
4. As a condition to the issuance of the Trust Securities,
Resources and NCI entered into an Agreement as to Expenses
and Liabilities (the "Agreement as to Expenses and
Liabilitie") whereby each irrevocably and unconditionally
guaranteed to each person or entity to whom the Trust became
indebted or liable the full payment of any indebtedness,
expense or liability of the Trust (other than obligation of
the Trust to pay to the holders of the Trust Securities the
amounts due such holders pursuant to the terms of the Trust
Securities).
B. Terms of the Transactions
1. Principal Amount
a. Trust Securities: 11,000,000 Trust Securities
(U. S. $275,000,000 Total Aggregate
Liquidation Amount)
b. Debentures: U.S.$275,000,000 aggregate principal amount
c. Promissory Note: U.S.$264,837,0000 aggregate principal amount
2. Stated effective interest cost
a. Trust Securities: 8.08%
b. Debentures: 8.08%
c. Promissory Note: 8.604%
3. Prime rate or range of generally prevailing prime rates
a. 30 year U. S. Treasury - range 6.07% - 5.57%
01-01-98 - 06-30-98
4. Amount of investment made by American or Resources in
Yorkshire Power Group Limited
a. American:
1. during calendar quarter ended 06-30-98:
2. year to date: -0-
b. Resources:
1. during calendar quarter ended 06-30-98:
2. year to date: -0-
This Certificate of Notification is filed pursuant to the
Commission's Order in this proceeding after the end of the
calendar quarter during which the above-described transactions
were consummated.
AMERICAN ELECTRIC POWER COMPANY, INC.
By ___________/s/ A. A. Pena________________
Title: _________Treasurer___________________
AEP RESOURCES, INC.
By: __________/s/ Jeffrey D. Cross__________
Title: ________Vice President _____________
Dated: August 2, 1998
