File No. 70-8307
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 13 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 RESOURCES SERVICE COMPANY
1 Riverside Plaza, Columbus, Ohio 43215
(Name of 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)
* * *
A. A. Pena, Treasurer
AMERICAN ELECTRIC POWER SERVICE CORPORATION
1 Riverside Plaza, Columbus, Ohio 43215
Susan Tomasky, 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., a registered holding company
("American") and its wholly owned subsidiary AEP Resources Service Company
("RESCO") , whose name was changed from AEP Energy Services, Inc. on March 7,
1997, hereby amend their Application on Form U-1 in File No. 70-8307 as follows:
1. By amending Part D. Investments in AEPES,
Financing and Guaranties under ITEM 1. DESCRIPTION
OF PROPOSED TRANSACTION by extending American's
authority to (i) guarantee debt of RESCO, formerly
AEPES, to third parties in an amount not to
exceed $51,000,000 through December 31, 2001 and
(ii) issue guarantees and assumptions of liability
on behalf of RESCO to third parties in an amount
not to exceed $200,000,000 through December 31,
2001. All other terms relating to American's
authority to guarantee RESCO's debt and other
obligations, as set forth in the Commission's
Order dated April 5, 1995 (HCAR No. 35-26267)
remain unchanged. American's authority to invest
in RESCO and RESCO's authority to incur debt are
currently permitted under Rules 45 and 52 under
the Public Utility Holding Company Act of 1935 and
therefore does not need to be extended.
2. By amending and restating Part E. Compliance with Rule 54 under ITEM
1. DESCRIPTION OF PROPOSED TRANSACTION:
C. 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 March 31, 1998, American, through its
subsidiary, Resources, had aggregate investment in FUCOs of
$435,146,000. This investment represents approximately 27.0% of
$1,613,592,000, the average of the consolidated retained
earnings of American reported on Forms 10-Q and 10-K for the
four consecutive quarters ended March 31, 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
($1,613,592,000) represented an increase of approximately
$73,152,000 (or 4.7%) in the average consolidated retained
earnings from the previous four quarterly periods
($1,540,440,000); 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 this 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. 13.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, the undersigned companies have duly caused this Amendment No. 13 to Form
U-1 to be signed on their behalf by the undersigned thereunto duly authorized.
AEP RESOURCES SERVICE COMPANY
By /s/ A. A. Pena
Treasurer
AMERICAN ELECTRIC POWER COMPANY, INC.
By /s/ A. A. Pena
Treasurer
Dated: September 4, 1998
