5:
File No. 70-6458
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Post-Effective Amendment No. 26
to
FORM U-1
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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
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(Name of company filing this statement and
address of principal executive offices)
***
AMERICAN ELECTRIC POWER COMPANY, INC.
1 Riverside Plaza, Columbus, Ohio 43215
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(Name of top registered holding company
parent of each applicant or declarant)
***
A. A. Pena, Senior Vice President
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
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(Names and addresses of agents for service
<PAGE>
The undersigned Indiana Michigan Power Company, formerly Indiana & Michigan
Electric Company ("I&M"), hereby amends its Application or Declaration on Form
U-1 in File No. 70-6458, as heretofore amended as follows:
1. To update the information provided pursuant to Rule 54 by substituting the
following five paragraphs at the end of ITEM 1 for the current five
paragraphs in said ITEM 1:
As of December 31, 1999, Standard & Poor's rating of
secured debt for AEP's Operating Subsidiaries was as follows:
APCo, A; CSP, A-; I&M, A-; KPCo, A; and OPCo, A-. As of
December 31, 1999, Standard & Poor's rating of secured debt
for CSW's Operating Subsidiaries was as follows: Central Power
and Light Company ('CPL') A; Public Service Company of
Oklahoma ('PSO'), AA-; Southwestern Electric Power Company
('SWEPCo'), AA-; and West Texas Utilities Company ('WTU'), A.
As of September 30, 2000, Standard & Poor's rating of
secured debt for AEP's Operating Subsidiaries was as follows:
APCo, A; CSP, A-; I&M, A-; KPCo, A- and OPCo, A-. As of
September 30, 2000, Standard & Poor's rating of secured debt
for CSW's Operating Subsidiaries was as follows: CPL, A-; PSO,
A; SWEPCo, A; and WTU, A-.
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 ($3,509,500,000)
represented a decrease of approximately $9,490,000 (or 0.003%)
in the average consolidated retained earnings from the
previous four quarterly periods ($3,518,990,000); 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 and preceding Orders, 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.
2. By adding the following Revised ITEM 2 - FEES, COMMISSIONS & EXPENSES:
ITEM 2. FEES, COMMISSIONS AND EXPENSES
No other fees, commissions or expenses 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 I&M in connection with the proposed
transactions.
3. By filing the following exhibit:
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS.
The following exhibit is being filed with this
Post-Effective Amendment:
Exhibit F - Opinion of Counsel
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. 25 to be signed on its behalf by the undersigned thereunto duly authorized.
INDIANA MICHIGAN POWER COMPANY
By /s/ A. A. Pena
Vice President
Dated: January 5, 2001
Exhibit F
Securities and Exchange Commission
Office of Public Utility Regulation
450 Fifth Street, N.W.
Washington, D.C. 20549
January 5, 2001
Re: Indiana Michigan Power Company ("I&M")
SEC File No. 70-6458
Gentlemen:
In connection with the transactions proposed and described in the post-effective
amendments to the Application or Declaration on Form U-1 filed by I&M with this
Commission in the captioned proceeding, to which this opinion is an exhibit, I
wish to advise you as follows:
I am of the opinion that I&M is a corporation validly organized and duly
existing under the laws of the state in which it was incorporated.
I am further of the opinion that, in the event that the proposed transactions
are consummated in accordance with said Application or Declaration:
(a) all state laws applicable to the proposed transactions will have been
complied with;
(b) consummation of the proposed transactions will not violate the legal rights
of the holders of any securities issued by I&M or any associate company thereof.
I hereby consent to the filing of this opinion as an exhibit to the
above-captioned Application or Declaration, as amended.
Very truly yours,
/s/ Ann B. Graf
Ann B. Graf
Counsel for Indiana Michigan Power Company
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