<PAGE>
File No. 70-6458
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
Post-Effective Amendment No. 14
to
FORM U-1
________________________________
APPLICATION OR DECLARATION
under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
***
INDIANA MICHIGAN POWER COMPANY
One Summit Square, P.0. Box 60, Fort Wayne, Indiana 46801
(Name of company 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)
***
G. P. Maloney, Executive Vice President
American Electric Power Service Corporation
1 Riverside Plaza, Columbus, Ohio 43215
A. Joseph Dowd, General Counsel
American Electric Power Service Corporation
1 Riverside Plaza, Columbus, Ohio 43215
(Names and addresses of agents for service)<PAGE>
The undersigned Indiana Michigan Power Company, formerly
Indiana & Michigan Electric Company ("I&M"), hereby amends as
follows its Application or Declaration on Form U-1 in File No. 70-
6458, as heretofore amended:
1. By adding the following paragraph to the end of Item 1 of
said Form U-1:
"It is proposed that the City will issue and sell an
additional series of Bonds in the aggregate principal amount
of up to $50,000,000 (the 'Refunding Fixed Rate Bonds'), the
proceeds of which will be used to provide for the early
redemption of $50,000,000 principal amount of City of
Rockport, Indiana, Fixed Rate Pollution Control Revenue Bonds
(Indiana & Michigan Electric Company Project), Series 1985 A
Bonds, bearing interest at 9-1/4% and maturing on August 1,
2014 (the 'Series 1985 A Bonds'). It is contemplated that the
Refunding Fixed Rate Bonds will be issued pursuant to the
Indenture as supplemented by a Fifth Supplemental Indenture of
Trust between the City and the Trustee, the form of which is
filed as Exhibit B-7-5 hereto ('Supplemental Indenture') and
the Second Amendment to the Agreement of Sale, the form of
which is filed as Exhibit B-4-4 hereto. Pursuant to the
Indenture and the Supplemental Indenture, the proceeds of the
sale of the Refunding Fixed Rate Bonds will be deposited with
the Trustee and applied by the Trustee, together with other
funds supplied by I&M, to the redemption of the Series 1985 A
Bonds at a price of 102% of the principal amount thereof.
It is contemplated that the Refunding Fixed Rate Bonds
will be sold by the City pursuant to arrangements with
Goldman, Sachs & Co. While I&M will not be a party to the
underwriting arrangements for the Refunding Fixed Rate Bonds,
the Agreement provides that the Refunding Fixed Rate Bonds
shall have such terms as shall be specified by I&M. I&M
understands that interest on the Refunding Fixed Rate Bonds
will be exempt from Federal income taxation under the provi-
sions of Section 103 of the Internal Revenue Code of 1986, as
amended (except for interest on any Refunding Fixed Rate Bond
during a period in which it is held by a person who is a
substantial user of the Project or a related person).
I&M is advised that the Refunding Fixed Rate Bonds will
bear interest semi-annually. It is expected that the
Refunding Fixed Rate Bonds will mature at a date or dates not
more than 40 years from the date of their issuance. The
Refunding Fixed Rate Bonds may be subject to mandatory or
optional redemption under circumstances and terms specified at
the time of pricing, and, if it is deemed advisable, may also
include a sinking fund provision. In addition, the Refunding
Fixed Rate Bonds may not, if it is deemed advisable, be
redeemable at the option of the City in whole or in part at
any time for a period to be determined at the time of pricing
the Refunding Fixed Rate Bonds.
It is not possible to predict precisely the interest rate
which may be obtained in connection with the issuance of the
Refunding Fixed Rate Bonds. However, I&M has been advised
that, depending on maturity and other factors, the annual
interest rate on obligations, interest on which is so
excludable from gross income, historically has been, and can
be expected at the time of issuance of the Refunding Fixed
Rate Bonds to be, 1-1/2% to 2-1/2% or more lower than the
rates of obligations of like terms and comparable quality,
interest on which is fully subject to Federal income tax.
Moreover, I&M will not agree, without further order of this
Commission, to the issuance of any Refunding Fixed Rate Bond
by the City (i) if the stated maturity of any such Bond shall
be more than forty (40) years, (ii) if the rate of interest to
be borne by any such Bond shall exceed 8% per annum, (iii) if
the discount from the initial public offering price of any
such Bond shall exceed 5% of the principal amount thereof, or
(iv) if the initial public offering price shall be less than
95% of the principal amount thereof. I&M will not enter into
the proposed refunding transaction unless the estimated
present value savings derived from the net difference between
interest payments on a new issue of comparable securities and
on the securities to be refunded is, on an after tax basis,
greater than the present value of all redemption and issuing
costs, assuming an appropriate discount rate. The discount
rate used shall be the estimated after-tax interest rate on
the Refunding Fixed Rate Bonds to be issued.
If it is deemed advisable, I&M may provide some form of
credit enhancement for the Refunding Fixed Rate Bonds, such as
a letter of credit, surety bond or bond insurance, and I&M may
pay a fee in connection therewith.
The transactions described herein will be consummated no
later than December 31, 1995. I&M hereby requests that an
Order be issued by this Commission releasing jurisdiction with
respect (i) to the purchase price of the Project as it is
affected by the sale of the Refunding Fixed Rate Bonds and
(ii) reserving jurisdiction with respect to the purchase price
of the Project as it is affected by the sale of further series
of Revenue Bonds.
Neither American Electric Power Company, Inc. ('AEP') nor
any subsidiary thereof has an ownership interest in an exempt
wholesale generator ('EWG') or foreign utility company
('FUCO') as defined in Sections 32 and 33 of the Act.
Further, none of the proceeds from the issuance of the
Refunding Fixed Rate Bonds proposed herein will be used by AEP
or any subsidiary thereof for the acquisition of an interest
in an EWG or a FUCO. Additionally, neither AEP nor any
subsidiary thereof, now or as a consequence of the
transactions proposed herein is a part to, or has any rights
under, a service, sales or construction agreement with an EWG
or a FUCO."
2. By adding the following paragraph to the end of Item 2 of
said U-1:
"Estimates of the fees, commissions and expenses to be
paid or incurred directly or indirectly by I&M in connection
with the preparation for and the issuance of Refunding Fixed
Rate Bonds will be filed by a further post-effective amendment
to this Application or Declaration."
3. By adding the following paragraph to the end of Item 4 of
said Form U-1:
"The proposed issuance of the Refunding Fixed Rate Bonds
has been authorized by the Indiana Utility Regulatory Commis-
sion and Michigan Public Service Commission."
4. By adding the following paragraph at the end of Item 5 of
said Form U-1:
"I&M requests that the Commission's order herein with
respect to the Refunding Fixed Rate Bonds be issued on or
before June 30, 1994 and that there be no thirty-day waiting
period between the issuance of the Commission's order and the
date on which it is to become effective."
5. By supplying the following exhibits:
B-4-4 Form of Second Amendment to Agreement of Sale
(to be filed by amendment)
B-7-4 Fourth Supplemental Indenture between the City
and the Trustee
B-7-5 Form of Fifth Supplemental Indenture between
the City and the Trustee (to be filed by
amendment)
H Form of Notice
6. By supplying the following Financial Statements:
Balance sheets as of March 31, 1994 and Statements of Income
and Retained Earnings, per books and pro forma, for the 12 months
ended March 31, 1994, of I&M and of American Electric Power
Company, Inc. and its subsidiaries consolidated, together with
journal entries reflecting the proposed transactions (to be filed
by amendment).
7. By adding the following paragraph at the end of Item 7 of
said Form U-1:
"It is believed that the granting and permitting to
become effective of this Application-Declaration, as it
relates to the Refunding Fixed Rate Bonds, will not constitute
a major Federal action significantly affecting the quality of
the human environment. No other Federal agency has prepared
or is preparing an environmental impact statement with respect
to the proposed transaction."
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. 14 to be signed on its behalf by the
undersigned thereunto duly authorized.
INDIANA MICHIGAN POWER COMPANY
By ____/s/ G. P. Maloney______
Vice President
Dated: May 10 , 1994
[94FN0054.IMP]
<PAGE>
<PAGE>
Exhibit B-7-4
===========================================================
FOURTH SUPPLEMENTAL INDENTURE OF TRUST
BETWEEN
CITY OF ROCKPORT, INDIANA
and
LINCOLN NATIONAL BANK
AND TRUST COMPANY OF FORT WAYNE,
Trustee
Dated as of June 1, 1990
===========================================================
This instrument was prepared by:
Thomas K. Downs
Ice Miller Donadio & Ryan
One American Square
Suite 82001
Indianapolis, Indiana 46282
<PAGE>
THIS FOURTH SUPPLEMENTAL INDENTURE OF TRUST (the "Fourth
Supplemental Indenture"), made as of the first day of June, 1990,
by and between the CITY OF ROCKPORT, INDIANA, a municipal cor-
poration and political subdivision of the State of Indiana (the
"Issuer"), and LINCOLN NATIONAL BANK AND TRUST COMPANY OF FORT
WAYNE, a national banking corporation organized within the State of
Indiana, existing and authorized to accept and execute trusts of
the character herein set out under and by virtue of the laws of the
United States, with its principal corporate trust office located in
Fort Wayne, Indiana, as Trustee (the "Trustee");
W I T N E S S E T H :
WHEREAS, the Issuer and the Trustee have heretofore
entered into an Indenture of Trust dated as of December 1, 1984
(the "1984 Indenture"), as supplemented and amended by a First
Supplemental Indenture of Trust, dated as of July 1, 1985, a Second
Supplemental Indenture of Trust, dated as of July 1, 1985, and a
Third Supplemental Indenture of Trust, dated as of July 1, 1985;
and
WHEREAS, the execution and delivery of this Fourth
Supplemental Indenture has in all respects been authorized;
NOW, THEREFORE, the Issuer hereby agrees and covenants
with the Trustee as follows:
ARTICLE I
AMENDMENT OF INDENTURE
SECTION 1.01. Amendment to Section 1.01. The
definitions of "Business Day" and "Interest Adjustment Date" in
Section 1.01 of the 1984 Indenture are amended to read as follows:
"Business Day" shall mean a day on which banks are not
required or authorized by law to close in Chicago, Illinois,
Fort Wayne, Indiana or New York City and on which The New York
Stock Exchange, Inc. is not closed.
"Interest Adjustment Date" shall mean August 1, 1990 and
each fifth anniversary of such date to and including August 1,
2010.
ARTICLE II
MISCELLANEOUS
SECTION 2.01. Successors and Assigns. This Fourth
Supplemental Indenture shall be binding upon, inure to the benefit
of and be enforceable by the parties and their respective
successors and assigns.
SECTION 2.02. Applicable Law. This Fourth Supplemental
Indenture shall be governed by the laws of the State of Indiana.
SECTION 2.03. Counterparts. This Fourth Supplemental
Indenture may be executed in several counterparts, each of which
shall be an original, and all of which together shall constitute
but one and the same instrument.
IN WITNESS WHEREOF, the City of Rockport, Indiana has
caused this Fourth Supplemental Indenture to be executed by its
Mayor and its corporate seal to be hereunto affixed and attested by
its Clerk-Treasurer, and Lincoln National Bank and Trust Company of
Fort Wayne has caused this Fourth Supplemental Indenture to be
executed by a Vice President and attested by a Vice President, all
as of the date first above written.
CITY OF ROCKPORT, INDIANA
By /s/ Ferman Yearby
Mayor
Attest:
/s/ Norma DeWeese
Clerk-Treasurer
(SEAL)
LINCOLN NATIONAL BANK AND TRUST
COMPANY OF FORT WAYNE,
As Trustee
By /s/ Mark J. Ueber
Assistant Trust Officer
Attest:
/s/ William W. Budin
Vice President
[94FN0061.IMP]
<PAGE>
<PAGE>
Exhibit H
UNITED STATES OF AMERICA
before the
SECURITIES AND EXCHANGE COMMISSION
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Release No. / , 1994
:
In the Matter of :
:
INDIANA MICHIGAN POWER COMPANY :
One Summit Square, P.O. Box 60 :
Fort Wayne, Indiana 46801 :
:
(70-6458) :
:
NOTICE OF PROPOSED ISSUANCE OF REFUNDING BONDS BY CITY OF ROCKPORT,
INDIANA IN CONNECTION WITH POLLUTION CONTROL FINANCING
NOTICE IS HEREBY GIVEN that Indiana Michigan Power Company ("I&M"),
an electric utility subsidiary of American Electric Power Company,
Inc., a registered holding company, has filed with this Commission
a post-effective amendment to its Application or Declaration previ-
ously filed and amended pursuant to the Public Utility Holding
Company Act of 1935 (the "Act"), designating Sections 9(a), 10 and
12(d) of the Act and Rule 44(b) promulgated thereunder as
applicable to the proposed transaction. All interested persons are
referred to the Application or Declaration, as amended by said
post-effective amendments, which is summarized below, for a com-
plete statement of the proposed transaction.
By Order dated June 11, 1980 (HCAR No. 21618), the Commission
authorized I&M to dispose of and acquire certain pollution control
systems ("Project") at its Rockport Generating Station ("Plant"),
under construction near the City of Rockport in Spencer County,
Indiana ("City") to comply with prescribed environmental control
standards of the State of Indiana. I&M's disposition and acqui-
sition was undertaken pursuant to an Agreement of Sale with the
City, dated June 1, 1980, and in connection with the issuance by
the City of pollution control revenue bonds in the amount of $40
million to finance the project (HCAR No. 21642, June 25, 1980).
This represented a portion of I&M's then estimated cost of $150
million, for its 50% obligation for the Project shared with AEP
Generating Company, another subsidiary of AEP (HCAR No. 23399,
August 17, 1984).
By Order dated December 4, 1984 (HCAR No. 23514), the Commission
authorized I&M to enter a further Agreement of Sale (the "1984
Agreement") with the City providing for the disposition and
acquisition of the Project in connection with the issuance by the
City of $110,000,000 principal amount of pollution control bonds
("Series 1984A Bonds") to finance the Project (HCAR No. 23528,
December 12, 1984).
By Order dated August 2, 1985 (HCAR No. 23781), the Commission
authorized I&M to enter into a First Amendment to Agreement of Sale
(the "1985 Agreement") with the City providing for the issuance and
sale of three additional series of pollution control bonds ("Series
1985 Bonds"), each in the principal amount of $50 million with a
maturity of August 1, 2014. One series of Floating Rate Bonds
bears interest at a variable rate, based upon an index and not to
exceed 12% per annum, determined weekly and payable monthly. A
second series of Adjustable Bonds bears interest payable semi-
annually at a rate which will be adjusted every five years based
upon an index. A third series of Fixed Rate Bonds (the "Fixed Rate
Bonds") bears interest at 9-1/4% per annum, payable semi-annually,
and are subject to optional redemption following an initial period
not to exceed ten years. The proceeds of the Series 1985 Bonds
were used to cover a portion of the cost of construction of the
Project and to refund the outstanding short-term Series 1984 A
Bonds in the principal amount of $110 million.
By post-effective amendment it is stated that the City now proposes
to issue and sell a series of refunding bonds (the "Refunding
Bonds") in the aggregate principal amount of $50,000,000, the net
proceeds from the sale of which will be used to provide for the
principal payment required for the refunding prior to their stated
maturity of $50,000,000 principal amount of the Fixed Rate Bonds.
The Refunding Bonds will be issued under and secured by the
Indenture and a fifth supplemental indenture, will bear interest
semi-annually and will mature at a date or dates not more than
forty years from the date of issuance. I&M may provide credit
enhancement for the Refunding Bonds in the form of a letter of
credit, surety bond or bond insurance and pay any related fees.
It is contemplated that the Refunding Bonds will be sold by the
City pursuant to arrangements with Goldman, Sachs & Co. as under-
writer.
The fees and expenses to be incurred in connection with the pro-
posed transaction will be supplied by further amendment. It is
stated that the Indiana Utility Regulatory Commission and Michigan
Public Service Commission have authorized the transaction and that
no other state commission and no federal commission, other than
this Commission, has jurisdiction thereover.
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 June ___, 1994 to
the Secretary, Securities and Exchange Commission, Washington, D.C.
20549, and serve a copy on the applicant or 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
[94FN0058.IMP]
I:\FINANCE\IMPCO\EDDOCS\U1-6458.IMP
