File No. 70-9021
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM U-1
__________________________________
APPLICATION OR DECLARATION
under the
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
* * *
AMERICAN ELECTRIC POWER COMPANY, INC.
AEP RESOURCES, 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
(Names and addresses of agents for service)
Jeffrey D. Cross, General Counsel
AEP RESOURCES, INC.
1 Riverside Plaza, Columbus, Ohio 43215
(Names and addresses of agents for service)
American Electric Power Company, Inc. ("American"), a
registered holding company under the Public Utility Holding Company
Act of 1935, as amended, and its subsidiary, AEP Resources, Inc.
("Resources"), hereby amend their Application or Declaration on
Form U-1 in File No. 70-9021 as follows:
1. By adding the following at the end of Item 1. Description
of Proposed Transaction:
"F. Acquisition of Intermediate Subsidiaries and Certain
Other Special Purpose Subsidiaries.
American and Resources hereby request authority to make
investments from time to time through December 31, 2000, in Exempt
Projects and QFs directly or indirectly through one or more
subsidiaries (hereinafter referred to as 'Intermediate
Subsidiaries') that are organized exclusively for that purpose;
provided, however, that such subsidiaries may also provide project
development and management services for Resources and its
subsidiaries. In addition, American and Resources request
authority for any existing Project Parent to perform such services.
Any direct or indirect investment in an Intermediate Subsidiary
organized to acquire or hold an Exempt Project will be treated for
purposes of Rule 53 as if it were an investment in such Exempt
Project.
American and Resources also request approval to acquire
from time to time through December 31, 2000, directly or
indirectly, the securities of or other interest in one or more
subsidiaries ('Special Purpose Subsidiaries') organized exclusively
for the purpose of engaging in the activities that Resources is
currently authorized to engage in under the terms of the 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) with respect to File No. 70-7622, as detailed in
Item 1.A.(1), supra, including preliminary project development and
marketing, project management and administration, and rendering
services to both associate Exempt Projects and QFs and to non-
associates. American and Resources anticipate that Special Purpose
Subsidiaries will be needed in order to establish and manage
foreign project development offices, and to provide operations and
maintenance, construction or asset management services, whether to
an associate Exempt Project or QF or to a non-associate company.
Creating separate subsidiaries for such purposes serves to isolate
the risks of one activity from others, and may be necessary to
satisfy the requirements of applicable foreign or U.S. laws.
All services rendered by Special Purpose Subsidiaries to
non-affiliates will be based upon the fair market value thereof and
will be subject to such other terms, conditions and standards of
performance as are negotiated on a case-by-case basis, taking into
account the kind and scope of services involved, the duration of
the contract, the levels of warranties and indemnities that may be
negotiated, and other factors that are unique to each transaction.
Similarly, American and Resources propose that
Intermediate Subsidiaries, Project Parents and Special Purpose
Subsidiaries provide their respective services and sell goods to
any subsidiary of Resources that is an EWG, FUCO or QF at fair
market prices, and requests an exemption under Section 13(b) from
the requirements of Rules 90 and 91 as applicable to such
transaction in any case in which any one or more of the following
circumstances shall apply:
(1) Such entity is a FUCO, or is an EWG which derives no
part of its income, directly or indirectly, from the
generation, transmission or distribution of electric energy
for sale within the Untied States; or
(2) Such entity is an EWG which sells electricity at
market-based rates which have been approved by the Federal
Energy Regulatory Commission ('FERC') or the appropriate state
public utility commission, provided that the purchaser of such
electricity is not an associate company within the American
Electric Power System;
(3) Such entity is a QF that sells electricity
exclusively (i) at rates negotiated at arms'-length to one or
more industrial or commercial customers purchasing such
electricity for their own use, and/or (ii) to an electric
utility company not an associate company within the American
Electric Power System at the purchaser's 'avoided cost' as
determined in accordance with the regulations under the Public
Utility Regulatory Policies Act of 1978; or
(4) Such entity is an EWG or QF that sells electricity
at rates based upon its cost of service, as approved by FERC
or any state public utility commission having jurisdiction,
provided that the purchaser of such electricity is not an
associate company within the American Electric Power System.
Intermediate Subsidiaries, Project Parents and Special
Purpose Subsidiaries will provide services and goods to Resources
and associate non-utility subsidiaries in the American Electric
Power System that do not satisfy any of the above circumstances at
'cost' in accordance with Section 13(b) of the 1935 Act and Rules
90 and 91 thereunder. The Commission previously authorized such
cost and fair market value pricing for AEP Energy Services, Inc.,
a wholly-owned subsidiary of American, in American Electric Power
Company, Inc., et al., HCAR No. 26267 (April 5, 1995).
American and Resources further request authorization to
acquire from time to time through December 31, 2000, directly or
indirectly, the securities of, or other interests in, one or more
financing subsidiaries ('Financing Subsidiaries'). Regulatory and
taxation concerns may make the use of such Finance Subsidiaries
desirable in connection with the financing by Resources and its
direct and indirect subsidiaries of interests in Exempt Projects in
certain jurisdictions.
Finance Subsidiaries would be wholly-owned by Project
Parents or Intermediate Subsidiaries and would issue securities in
the public or private capital markets both in the U.S. and abroad.
The proceeds of any such securities issuance by a Finance
Subsidiary would be loaned to the Project Parent or Intermediate
Subsidiary owner of such Finance Subsidiary pursuant to loan
documentation. The Project Parent or Intermediate Subsidiary will
provide the Finance Subsidiary with payments on the Project
Parent's or Intermediate Subsidiary's loan which will allow
repayment of the Finance Subsidiary's obligations under the
securities it has issued. The exclusive function and business
activity of any Finance Subsidiary will be the issuance of its
securities, loaning of the proceeds to its Project Parent or
Intermediate Subsidiary owner and transactions incidental thereto.
Although a Finance Subsidiary would not hold the securities of an
Exempt Project, it would serve exclusively as a 'captive' financing
adjunct of the Project Parent or Intermediate Subsidiary that will
hold such securities. Using a Finance Subsidiary to finance the
activities contemplated in the Application and the Orders will
provide, in each case in which a Finance Subsidiary is used, a
Project Parent or Intermediate Subsidiary with economic advantages
it could not attain without the use of a Finance Subsidiary."
2. By supplying the following exhibit:
Exhibit G-1 Form of Notice
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 RESOURCES, INC.
By_/s/ A. A. Pena___________________
Treasurer
Dated: August 20, 1998
Exhibit G-1
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 RESOURCES, INC. :
1 Riverside Plaza :
Columbus, Ohio 43215 :
:
(70-9021) :
_____________________________________________:
NOTICE OF PROPOSED FINANCING OF POWER PROJECTS
American Electric Power Company, Inc. ("American"), a registered
holding company, and AEP Resources, Inc. ("Resources"), a
subsidiary of American, (American and Resources 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 "Act"),
designating Sections 6(a), 7, 9(a), 12(b), 32 and 33 and Rules 45,
53 and 54 promulgated thereunder as applicable the proposed
transactions.
American, through its direct and indirect subsidiaries, is engaged
in development activities (including preliminary studies, research,
investigation and consulting) pertaining to independent power
facilities, including, among other things, exempt wholesale
generators ("EWGs") as defined in Section 32 of the Act, and
foreign utility companies ("FUCOs"), as defined in Section 33 of
the Act.
American is currently authorized under the terms of HCAR No. 26864
(April 27, 1998) to use the net proceeds of common stock sales and
borrowings to acquire, directly or indirectly, the securities of,
or other interests in, EWGs and FUCOs, and to issue guarantees of
the obligations of such entities in an aggregate amount that, when
added to American's direct and indirect "aggregate investments", as
defined, in all EWGs and FUCOs, would not at any time exceed 100%
of American's "consolidated retained earnings", as defined.
American and Resources request authority to make investments from
time to time through December 31, 2000, in Exempt Projects and QFs
directly or indirectly through one or more subsidiaries
(hereinafter referred to as "Intermediate Subsidiaries") that are
organized exclusively for that purpose; provided, however, that
such subsidiaries may also provide project development and
management services for Resources and its subsidiaries. In
addition, American and Resources request authority for any existing
Project Parent to perform such services. Any direct or indirect
investment in an Intermediate Subsidiary organized to acquire or
hold an Exempt Project will be treated for purposes of Rule 53 as
if it were an investment in such Exempt Project.
American and Resources also request approval to acquire from time
to time through December 31, 2000, directly or indirectly, the
securities of or other interest in one or more subsidiaries
("Special Purpose Subsidiaries") organized exclusively for the
purpose of engaging in the activities that Resources is currently
authorized to engage in under the terms of the 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) with respect to File No. 70-7622, including
preliminary project development and marketing, project management
and administration, and rendering services to both associate Exempt
Projects and QFs and to non-associates.
All services rendered by Special Purpose Subsidiaries to non-
affiliates will be based upon the fair market value thereof and
will be subject to such other terms, conditions and standards of
performance as are negotiated on a case-by-case basis, taking into
account the kind and scope of services involved the duration of the
contract, the levels of warranties and indemnities that may be
negotiated, and other factors that are unique to each transaction.
Similarly, American and Resources propose that Intermediate
Subsidiaries, Project Parents and Special Purpose Subsidiaries
provide their respective services and sell goods to any subsidiary
of Resources that is an EWG, FUCO or QF at fair market prices, and
requests an exemption under Section 13(b) from the requirements of
Rules 90 and 91 as applicable to such transaction in any case in
which any one or more of the following circumstances shall apply:
(1) Such entity is a FUCO, or is an EWG which derives no part
of its income, directly or indirectly, from the generation,
transmission or distribution of electric energy for sale within the
Untied States; or
(2) Such entity is an EWG which sells electricity at market-
based rates which have been approved by the Federal Energy
Regulatory Commission ("FERC") or the appropriate state public
utility commission, provided that the purchaser of such electricity
is not an associate company within the American Electric Power
System;
(3) Such entity is a QF that sells electricity exclusively
(i) at rates negotiated at arms'-length to one or more industrial
or commercial customers purchasing such electricity for their own
use, and/or (ii) to an electric utility company, other than any
associate company within the American Electric Power System, at the
purchaser's "avoided cost" as determined in accordance with the
regulations under the Public Utility Regulatory Policies Act of
1978; or
(4) Such entity is an EWG or QF that sells electricity at
rates based upon its cost of service, as approved by FERC or any
state public utility commission having jurisdiction, provided that
the purchaser of such electricity is not an associate company
within the American Electric Power System.
Intermediate Subsidiaries, Project Parents and Special Purpose
Subsidiaries will provide services and goods to Resources and
associate non-utility subsidiaries in the American Electric Power
System that do not satisfy any of the above circumstances at "cost"
in accordance with Section 13(b) of the 1935 Act and Rules 90 and
91 thereunder.
American and Resources further request authorization to acquire
from time to time through December 31, 2000, directly or
indirectly, the securities of, or other interests in, one or more
financing subsidiaries ("Financing Subsidiaries"). Regulatory and
taxation concerns may make the use of such Finance Subsidiaries
desirable in connection with the financing by Resources and its
direct and indirect subsidiaries of interests in Exempt Projects in
certain jurisdictions.
Finance Subsidiaries would be wholly-owned by Project Parents or
Intermediate Subsidiaries and would issue securities in the public
or private capital markets both in the U.S. and abroad. The
proceeds of any such securities issuance by a Finance Subsidiary
would be loaned to the Project Parent or Intermediate Subsidiary
owner of such Finance Subsidiary pursuant to loan documentation.
The Project Parent or Intermediate Subsidiary will provide the
Finance Subsidiary with payments on the Project Parent's or
Intermediate Subsidiary's loan which will allow repayment of the
Finance Subsidiary's obligations under the securities it has
issued. The exclusive function and business activity of any
Finance Subsidiary will be the issuance of its securities, loaning
of the proceeds to its Project Parent or Intermediate Subsidiary
owner and transactions incidental thereto. Although a Finance
Subsidiary would not hold the securities of an Exempt Project, it
would serve exclusively as a 'captive' financing adjunct of the
Project Parent or Intermediate Subsidiary that will hold such
securities. Using a Finance Subsidiary to finance the activities
contemplated in the Application and the Orders will provide, in
each case in which a Finance Subsidiary is used, a Project Parent
or Intermediate Subsidiary with economic advantages it could not
attain without the use of a Finance Subsidiary.
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
