File No. 70-8693
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 4
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 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
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 in File
No. 70-8693.
Background: By Order dated May 4, 1998 (HCAR No. 35-26867) in this File,
the Companies were authorized to incur short-term indebtedness, through December
31, 2003, through the issuance and sale of short-term notes to banks and
commercial paper to dealers in commercial paper in aggregate amounts not to
exceed the following:
Company Amount
American $500,000,000
Appalachian 325,000,000
Columbus 300,000,000
Indiana 300,000,000
Kentucky 150,000,000
Generating 100,000,000
Kingsport 30,000,000
Ohio 400,000,000
Wheeling 30,000,000
Total: $2,135,000,000
The Companies propose to amend this filing to increase the amount of
short-term debt authorized from $2,135,000,000 to $2,460,000 as follows:
Company Amount
American $500,000,000
Appalachian 325,000,000
Columbus 350,000,000
Indiana 500,000,000
Kentucky 150,000,000
Generating 125,000,000
Kingsport 30,000,000
Ohio 450,000,000
Wheeling 30,000,000
Total: $2,460,000,000
Therefore, the application on Form U-1 is amended as follows:
1. The first paragraph of ITEM 1 DESCRIPTION OF TRANSACTIONS is hereby
amended to read as follows:
A. Short-Term Indebtedness
The Companies hereby request authorization to incur short-term
indebtedness, from time to time during the period through December 31, 2003,
through the issuance and sale of notes to banks and commercial paper to dealers
in commercial paper and AEP Generating Company ("Generating"), Kingsport Power
Company ("Kingsport"), and Wheeling Power Company ("Wheeling") request
authorization to incur short-term indebtedness during such period through the
issuance and sale of notes to banks, as funds may be required, in an aggregate
amount not to exceed the amounts outstanding at any one time as follows:
Company Amount
------- ------
American $500,000,000
Appalachian 325,000,000
Columbus 350,000,000
Indiana 500,000,000
Kentucky 150,000,000
Generating 125,000,000
Kingsport 30,000,000
Ohio 450,000,000
Wheeling 30,000,000
2. Section E in ITEM 1 COMPLIANCE WITH RULE 54 is amended by restating
such section as follows:
E. 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, 1999, American, through its subsidiary, AEP
Resources, Inc., had aggregate investment in FUCOs of $823,265,000. This
investment represents approximately 48.6% of $1,693,698,000, 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, 1999.
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 operating company
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 operating
company 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
($1,693,698,000) represented an increase of approximately $19,477,000 (or 1%) in
the average consolidated retained earnings from the previous four quarterly
periods ($1,674,221,000); and (iii) for the fiscal year ended December 31, 1998,
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 operating
company subsidiaries or their customers, or on the ability of state commissions
to protect the operating company subsidiaries or their customers. Since similar
considerations are involved hereunder with respect to Rule 54, Applicant 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. ITEM 5 PROCEDURE is amended by restating such section as follows:
ITEM 5. PROCEDURE. It is requested, pursuant to Rule 23(c) of the
Rules and Regulations of the Commission, that the Commission's Order granting
this Post-Effective Amendment to its Application or Declaration on Form U-1 be
issued on or before July 15, 1999. American, Appalachian, Columbus, Generating,
Indiana, Kentucky, Kingsport, Ohio and Wheeling waive any recommended decision
by a hearing officer or by any other responsible officer of the Commission and
waive the 30-day waiting period between the issuance of the Commission's Order
and the date it is to become effective, since it is desired that the
Commission's Order, when issued, become effective forthwith. American,
Appalachian, Columbus, Generating, Indiana, Kentucky, Kingsport, Ohio and
Wheeling consent to the Office of Public Utility Regulation assisting in the
preparation of the Commission's decision and/or Order in this matter, unless the
Office of Public Utility Regulation opposes the matters covered by this
Application or Declaration on Form U-1.
4. By supplying the following Financial Statements in ITEM 6 EXHIBITS AND
FINANCIAL STATEMENTS
(b) Financial Statements:
1. Balance Sheets as of March 31, 1999, and Statements of Income and
Retained Earnings for the 12 months ended March 31, 1999, of American and
its subsidiaries consolidated and of Generating, Appalachian, Columbus,
Indiana, Kentucky, Kingsport, Ohio and Wheeling (to be filed by
amendment).
2. Revised Funds Flow Statements for Columbus, Generating, Indiana
and Ohio for the years 1999, 2000, 2001, 2002 and 2003.
SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, the undersigned have duly caused this statement 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: May 28, 1999
INDIANA MICNIGAN POWER COMPANY
1998 - 2003 FUNDS FLOW
($MILLIONS)
1998 1999 2000 2001 2002 2003
---- ---- ---- ---- ---- ----
CONSTRUCTION (EX-AFUDC) 148 174 170 174 171 176
DEBT MATURITIES 55 35 48 40 90 70
-- -- -- -- -- -- -- -- -- -- -- --
SUB-TOTAL 203 209 218 214 261 246
LESS: INTERNAL FUNDS 43 112 140 160 170 175
-- -- --- --- --- --- ---
(EX-AFUDC)
EXTERNAL REQUIREMENTS 160 97 78 54 91 71
=== === === === === ===
LONG-TERM DEBT 171 0 0 0 0 0
COMMON EQUITY 0 0 0 0 0 0
SHORT-TERM DEBT ( 11) 97 78 54 91 71
----- -- -- -- -- --
TOTAL EXTERNAL FUNDS 160 97 78 54 91 71
=== === === === === ===
SHORT-TERM DEBT BALANCES:
BEGINNING 120 109 206 284 338 429
ENDING 109 206 284 338 429 500
AEP GENERATING COMPANY
1998 - 2003 FUNDS FLOW
($MILLIONS)
1998 1999 2000 2001 2002 2003
---- ---- ---- ---- ---- ----
CONSTRUCTION (EX-AFUDC) 7 6 4 4 4 5
DEBT MATURITIES 25 0 0 0 0 0
-- - - - - -
SUB-TOTAL 32 6 4 4 4 5
LESS: INTERNAL FUNDS (2) (9) (8) (10) (5) (9)
--- --- --- ---- --- ---
(EX-AFUDC)
EXTERNAL REQUIREMENTS 34 15 12 14 9 14
=== === === === === ===
LONG-TERM DEBT 25 0 0 0 0 0
COMMON EQUITY (4) (7) (6) (6) (8) (9)
SHORT-TERM DEBT 13 22 18 20 17 23
-- -- -- -- -- --
TOTAL EXTERNAL FUNDS 34 15 12 14 9 14
=== === === === === ===
SHORT-TERM DEBT BALANCES:
BEGINNING 12 25 47 65 85 102
ENDING 25 47 65 85 102 125
COLUMBUS SOUTHERN POWER COMPANY
1998 - 2003 FUNDS FLOW
($MILLIONS)
1998 1999 2000 2001 2002 2003
---- ---- ---- ---- ---- ----
CONSTRUCTION (EX-AFUDC) 115 124 135 145 150 155
DEBT MATURITIES 122 0 5 5 100 115
--- - - - --- ---
SUB-TOTAL 237 124 140 150 250 270
LESS: INTERNAL FUNDS 113 133 124 126 133 121
--- --- --- --- --- ---
(EX-AFUDC)
EXTERNAL REQUIREMENTS 124 (9) 16 24 117 149
=== === === === === ===
LONG-TERM DEBT 138 0 0 0 0 0
COMMON EQUITY 0 0 0 0 0 0
SHORT-TERM DEBT (14) (9) 16 24 117 149
---- --- -- -- --- ---
TOTAL EXTERNAL FUNDS 124 (9) 16 24 117 149
=== === === === === ===
SHORT-TERM DEBT BALANCES:
BEGINNING 67 53 44 60 84 201
ENDING 53 44 60 84 201 350
OHIO POWER COMPANY
1998 - 2003 FUNDS FLOW
($MILLIONS)
1998 1999 2000 2001 2002 2003
---- ---- ---- ---- ---- ----
CONSTRUCTION (EX-AFUDC) 185 205 210 215 190 190
DEBT MATURITIES 197 0 0 0 0 207
--- - - - - ---
SUB-TOTAL 382 205 210 215 190 397
LESS: INTERNAL FUNDS 152 226 175 214 244 181
--- --- --- --- --- ---
(EX-AFUDC)
EXTERNAL REQUIREMENTS 230 (21) 35 1 (54) 216
=== === === === === ===
LONG-TERM DEBT 186 0 0 0 0 0
COMMON EQUITY 0 0 (25) (25) (50) (50)
SHORT-TERM DEBT 44 (21) 60 26 (4) 266
-- ---- -- -- --- ---
TOTAL EXTERNAL FUNDS 230 (21) 35 1 (54) 216
=== === === === === ===
SHORT-TERM DEBT BALANCES:
BEGINNING 79 123 102 162 188 184
ENDING 123 102 162 188 184 450
