File No. 70-8747
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
FORM U-1
APPLICATION - DECLARATION
under the
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
***
INDIANA MICHIGAN POWER COMPANY
One Summit Square, P. O. Box 60, Fort Wayne, Indiana 46801
BLACKHAWK COAL COMPANY
c/o American Electric Power Service Corporation
161 West Main Street, Lancaster, Ohio 43130
(Names 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)
***
G. P. Maloney, Executive Vice President
AMERICAN ELECTRIC POWER SERVICE CORPORATION
1 Riverside Plaza, Columbus, Ohio 43215
John F. Di Lorenzo, Jr., Associate General Counsel
AMERICAN ELECTRIC POWER SERVICE CORPORATION
1 Riverside Plaza, Columbus, Ohio 43215
(Names and addresses of agents for service)
<PAGE>
Blackhawk Coal Company ("Blackhawk") and Indiana
Michigan Power Company ("I&M") hereby amend their Application-
Declaration on Form U-1 in File No. 70-8747 as follows:
1) By amending and restating the last two paragraphs
of Item 1. Description of Proposed Transaction as follows:
Payment of the consideration for the purchase
of the properties will be in the form of
$5,700,000 in cash at closing and four promissory
notes, more particularly described as follows:
(i) Promissory Note from Amax Coal in the amount
of $6,179,500 due March 1, 2001, payable in 17
quarterly payments of $363,500, beginning on March
1, 1996, for the Crandall Canyon Mine Shaft
facilities and fixed assets which were leased
under the Crandall Canyon Facilities Lease; (ii)
Promissory Note from Amax Coal in the amount of
$9,008,250 due March 1, 1998, payable in 1
quarterly payment of $976,250, followed by 8
quarterly payments of $1,004,000, beginning on
March 1, 1996, for the facilities and fixed assets
comprising the Coal Preparation Plant which were
leased under the Preparation Plant Facility Lease;
(iii) Promissory Note from Amax Land in the amount
of $824,250 due March 1, 2001 and payable in 21
quarterly payments of $39,250, beginning on March
1, 1996, for the surface areas owned by Blackhawk
west of Price River which were leased under the
Surface Leases and (iv) Promissory Note from Amax
Coal in the amount of $15,420,500 due March 1,
2006, payable in 1 quarterly payment of $53,500, 8
quarterly payments of $93,250, 8 quarterly
payments of $1,097,250 and 4 quarterly payments of
$1,460,750, beginning on March 1, 1996, for
miscellaneous equipment.
Forms of the promissory notes are filed as
Exhibit B-2 hereto. The promissory notes will
initially be secured by a Mortgage and Security
Interest in the properties transferred. These
security interests may be released or subordinated
to other security interests in certain situations.
All payments due under the four promissory notes
will be guaranteed by Cyprus-Amax Minerals
Company, the ultimate parent. Blackhawk hereby
requests authorization to acquire the four
promissory notes in an aggregate amount not to
exceed approximately $31,500,000 as set forth
above.
2) By amending and restating Exhibit G Form of Notice
as filed as part of this amendment.
SIGNATURES
Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, the undersigned have duly caused
this amendment to be signed on their behalf by the undersigned
thereunto duly authorized.
INDIANA MICHIGAN POWER COMPANY
By______/s/ G. P. Maloney____
Vice President
BLACKHAWK COAL COMPANY
By:_____/s/ G. P. Maloney____
Vice President
Dated: November 29, 1995
[95FN0065.IMP]
EXHIBIT G
UNITED STATES OF AMERICA
before the
SECURITIES AND EXCHANGE COMMISSION
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Release No. _______/December ___, 1995
:
In the Matter of :
:
INDIANA MICHIGAN POWER COMPANY :
Fort Wayne, Indiana 46801 :
:
BLACKHAWK COAL COMPANY :
Lancaster, Ohio 43130 :
:
File No. 70-__________ :
:
NOTICE OF PROPOSED ACQUISITION OF PROMISSORY NOTES
Indiana Michigan Power Company ("I&M"), an electric utility sub-
sidiary of American Electric Power Company, Inc. ("AEP"), a
registered holding company, and Blackhawk Coal Company ("Black-
hawk"), a coal mining subsidiary of I&M, have filed an
application-declaration with this Commission pursuant to Sections
9(a) and 10 of the Public Utility Holding Company Act of 1935
("Act").
By its Order dated September 20, 1985 in File No. 70-6273 (HCAR
No. 23834), the Commission authorized I&M and Blackhawk to enter
into transactions to implement a settlement agreement, executed
on January 9, 1985 by AEP, its associate companies and the staff
of the Federal Energy Regulatory Commission (the "FERC") (the
"Settlement Agreement"), concerning certain coal mining
properties located in Carbon County, Utah, including coal
reserves located west of the Price River, together with existing
surface facilities located east of the Price River for
processing, handling and shipping coal (the "Western Reserves").
The Settlement Agreement was intended to dispose of all issues
remaining to be resolved in an investigation by the FERC of the
coal procurement and pricing policies of AEP and its associate
companies.
By its Order dated May 1, 1986 in File No. 70-7231 (HCAR No. 35-
24080), the Commission authorized Blackhawk to transfer its coal
mining operations with respect to the Western Reserves to Castle
Gate Coal Company ("Castle Gate") and Meadowlark, Utah, Inc.
("Meadowlark"), subsidiaries of AMAX, Inc. ("AMAX"). This
transfer was accomplished by means of a set of transactions
involving leases, subleases, conveyances and assignments with
respect to the various surface interests, fee coal, coal
preparation facilities, federal and state leases, structures,
equipment, permits and water rights associated with the Western
Reserves. The transaction was closed on May 30, 1986.
Subsequent to May 30, 1986, Castle Gate merged into its
affiliate, Amax Coal Company ("Amax Coal"); Meadowlark changed
its name to Amax Land Company ("Amax Land"); and AMAX merged into
Cyprus Amax Minerals Company (formerly named Cyprus Minerals
Company) ("Cyprus-Amax").
Blackhawk, Amax Land and Amax Coal now propose to amend the Lease
Transaction Agreement to provide for the exercise by Amax Land
and Amax Coal of the purchase options for four of the leases
entered into pursuant to this authority prior to the end of the
initial terms of the leases. The four leases will be terminated,
Amax Land and/or Amax Coal will take title to all of the prop-
erties and/or equipment being leased under the four leases and in
lieu of the obligation to make the remaining quarterly lease pay-
ments, as partial consideration for the purchase, Amax Land and
Amax Coal will execute promissory notes in the same amounts and
at the same dates as the remaining lease payments under the four
leases. Such notes will be guaranteed by Cyprus-Amax. Amax Coal
will also assume all remaining reclamation liabilities associated
with the leased facilities. Payment of the consideration for the
purchase of the properties will be in the form of $5,700,000 in
cash at closing and four promissory notes, totalling
approximately $31,500,000.
The promissory notes will initially be secured by a Mortgage and
Security Interest in the properties transferred. These security
interests may be released or subordinated to other security
interests in certain situations. All payments due under the four
promissory notes will be guaranteed by Cyprus-Amax, the ultimate
parent. Blackhawk hereby requests authorization to acquire the
four promissory notes in an aggregate amount not to exceed
approximately $31,500,000 as set forth above.
The proposal 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 December ____, 1995, to the
Secretary, Securities and Exchange Commission, Washington, D.C.
20549, and serve a copy on the applicant at the address specified
above. Proof of service (by affidavit or, in the case of an
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 proposal, as filed or as amended, may be
authorized.
For the Commission, by the Office of Public Utility Regulation,
pursuant to delegated authority.
Jonathan G. Katz
Secretary
[95FN0065.IMP]
