File No. 70-5943
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 29
to
FORM U-1
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DECLARATION
under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
***
AMERICAN ELECTRIC POWER COMPANY, INC.
1 Riverside Plaza, Columbus, Ohio 43215
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(Name of company or companies filing this statement
and address 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, Senior Vice President and Treasurer
AMERICAN ELECTRIC POWER SERVICE CORPORATION
1 Riverside Plaza, Columbus, Ohio 43215
Susan Tomasky, Executive Vice President and General Counsel
AMERICAN ELECTRIC POWER SERVICE CORPORATION
1 Riverside Plaza, Columbus, Ohio 43215
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(Names and addresses of agents for service)
American Electric Power Company, Inc. ("AEP") hereby amends its
Declaration on Form U-1, in File No. 70-5943, as heretofore amended, to amend
and restate the entire Form U-1 as follows:
ITEM 1. DESCRIPTION OF PROPOSED TRANSACTION
Background
Under the Commission's orders dated February 8, 1977 (HCAR No. 19879),
April 19, 1978 (HCAR No. 20506), March 29, 1979 (HCAR No. 20979), August 8,
1979 (HCAR No. 21180), May 1, 1980 (HCAR No. 21544), June 30, 1981 (HCAR No.
22113), June 15, 1982 (HCAR No. 22539), June 29, 1983 (HCAR No. 22989), June
29, 1984 (HCAR No. 23353), December 19, 1984 (HCAR No. 23538), July 1, 1985
(HCAR No. 23754), January 3, 1986 (HCAR No. 23980), December 18, 1987 (HCAR
No. 24534), December 27, 1990 (HCAR No. 25233), December 1, 1993 (HCAR No.
25936) and August 13, 1996 (HCAR No. 26553) in this file, AEP was authorized
to issue and sell, from time to time through December 31, 2000, up to
54,000,000 shares of Common Stock, $6.50 par value ("AEP Common Stock"),
pursuant to AEP's Dividend Reinvestment and Stock Purchase Plan (the "DRP").
By Order dated June 14, 2000 (HCAR No. 27186) in file No. 70-9381 (the
"Merger Order"), AEP was authorized to acquire by means of a merger all of the
outstanding common stock of Central and South West Corporation, a registered
public utility holding company ("CSW"). As set forth in Appendix 3 to the Merger
Order, the authority of the CSW Dividend Reinvestment and Stock Purchase Plan
was terminated and AEP was authorized to issue an additional 1,200,000 shares of
AEP Common Stock for an aggregate of 55,200,000 shares of AEP Common Stock
through December 31, 2000 under the DRP consistent with the authority set forth
in the Order dated August 13, 1996 in this file.
Through June 30, 2000, a total of 47,773,594 shares had been so issued and
sold leaving a balance of 7,426,406 shares available for issuance and sale (the
"Remaining Shares") pursuant to the DRP.
Pursuant to the DRP, shares of Common Stock of AEP may be purchased by
First Chicago Trust Company of New York (the "Agent") on behalf of participants
in the DRP either on the open market or directly from AEP.
Current Transaction
AEP, by this Amendment, is seeking authority to extend its authority to
issue and sell the Remaining Shares pursuant to the DRP, from December 31, 2000
to September 30, 2006.
The proceeds of the issuance and sale of the Remaining Shares will be to
pay at maturity unsecured debt of AEP outstanding at the time, to make,
additional investments in the common stock equities of subsidiaries of AEP, and
for other corporate purposes, including to acquire interests in EWGs or FUCOs.
Certificates of Notification
In accordance with authority granted in the August 13, 1996 Order in this
file, certificates required by Rule 24 under the Act will be filed within 60
days after the end of each calendar quarter.
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. All applicable
conditions of Rule 53(a) are currently satisfied except for clause (1). As of
June 30, 2000, AEP, through its subsidiaries, had an aggregate investment in
EWGs and FUCOs of $1,920,829,000. This investment represents approximately 54.2%
of $3,544,649,000, the average of the consolidated retained earnings of AEP
reported on Forms 10-Q and 10-K for the four consecutive quarters ended June 30,
2000. However, AEP 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. Although AEP's aggregate investment exceeds the 50%
'safe harbor' limitation contained in Rule 53, AEP's aggregate investment is
below the 100% limitation authorized under the 100% Order.
As of September 30, 1997, the most recent period for which financial
statement information was evaluated in the 100% Order, AEP's consolidated
capitalization consisted of 47.4% common and preferred equity and 52.6% debt. As
of June 30, 2000, AEP's consolidated capitalization consisted of 36.2% common
and preferred equity and 63.8% debt. The requested authorization will have no
impact on AEP's consolidated capitalization ratios on a pro forma basis. AEP
believes this ratio remains within acceptable ranges and limits. Further, AEP's
interests in EWGs and FUCOs have contributed positively to its consolidated
earnings.
AEP will continue to maintain in conformity with United States generally
accepted accounting principles and make available the books and records required
by Rule 53(a)(2). AEP does, and will continue to, comply with the requirement
that no more than 2% of the employees of AEP's electric utility operating
subsidiaries shall, at any one time, directly or indirectly, render services to
an EWG or FUCO in which AEP directly or indirectly owns an interest, satisfying
Rule 53(a)(3). And lastly, AEP will continue to submit a copy of Item 9 and
Exhibits G and H of AEP's Form U5S to each of the public service commissions
having jurisdiction over the retail rates of AEP's electric utility operating
subsidiaries, satisfying Rule 53(a)(4). Rule 53(c) is inapplicable by its terms
because the proposals contained herein do not involve the issue and sale of
securities (including any guarantees) to finance an acquisition of an EWG or
FUCO.
Rule 53(b). (i) Neither AEP nor any subsidiary of AEP is the subject of
any pending bankruptcy or similar proceeding; (ii) AEP's average consolidated
retained earnings for the four most recent quarterly periods ($3,544,649,000)
represented an increase of approximately $40,644,000 (or 1.2%) in the average
consolidated retained earnings from the previous four quarterly periods
($1,693,698,000); and (iii) for the fiscal year ended December 31, 1999, AEP did
not report operating losses attributable to AEP's direct or indirect investments
in EWGs and FUCOs.
As noted, AEP was authorized to invest up to 100% of its consolidated
retained earnings in EWGs and FUCOs. In connection with its consideration of
AEP's application for the 100% Order, the Commission reviewed AEP's procedures
for evaluating EWG or FUCO investments. Based on projected financial ratios and
on procedures and conditions established to limit the risks to AEP involved with
investments in EWGs and FUCOs, the Commission determined that permitting AEP 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,
nor would it have an adverse impact on any of its electric utility operating
subsidiaries or their customers, or on the ability of state commissions to
protect the electric utility operating subsidiaries or their customers.
ITEM 2. FEES, COMMISSIONS AND EXPENSES
No other fees, commissions or expenses other than fees and expenses of the
Agent and other than expenses estimated not to exceed $1,000 and to be billed at
cost by American Electric Power Service Corporation, are to be paid or incurred
by AEP in connection with the proposed transactions.
ITEM 3. APPLICABLE STATUTORY PROVISIONS
AEP considers that Sections 6(a) and 7 of the Public Utility Holding
Company Act of 1935 and Rules 53 and 54 of the Commission thereunder are
applicable to the proposed sale of AEP Common Stock pursuant to the DRP.
ITEM 4. REGULATORY APPROVAL
No state or federal commission, other than the Securities and Exchange
Commission, has jurisdiction over the proposed transaction.
ITEM 5. PROCEDURE
It is requested that the Commission's order permitting this Post Effective
Amendment to become effective be issued on or before December 31, 2000. AEP
waives any recommended decision by a hearing officer or by any other responsible
officer of the Commission and waives 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. AEP consents to the Division of Corporate Regulation assisting in the
preparation of the Commission's decision and/or Order in this matter, unless the
Division of Corporate Regulation opposes the matter covered by this amendment.
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS
There are no exhibits or financial statements being filed with this
Post-Effective Amendment.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, the undersigned company has duly caused this Post-Effective Amendment No.
29 to be signed on its behalf by the undersigned thereunto duly authorized.
AMERICAN ELECTRIC POWER COMPANY, INC.
By: /S/ A. A. Pena
A. A. Pena
Treasurer
Dated: October 20, 2000
