<PAGE>
614/223-1648
Securities and Exchange Commission
450 Fifth Street, N.W.
ATTN: Filing Desk, Stop 1-4
Washington, D.C. 20549-1004
October 7, 1994
Re: Appalachian Power Company
Registration Statement on Form S-3
File No. 33-50229
Gentlemen:
Pursuant to Rule 424(b)(3), transmitted herewith is the
Prospectus, dated September 22, 1993, as supplemented by the
Prospectus Supplement, dated October 8, 1993, and a Pricing
Supplement No. 3 dated October 6, 1994, to be used in connection
with the public offering by the Company of its First Mortgage
Bond, Designated Secured Medium Term Note, 7.85% Series due
November 1, 2004 in the principal amount of $50,000,000.
Very truly yours,
/s/ Thomas G. Berkemeyer
Thomas G. Berkemeyer
TGB/mms
apfinan.93c\424b3ltr.mtn
<PAGE> Rule 424(b)(3)
File No. 33-50229
CUSIP No.: 03774B AT0
Pricing Supplement No. 3 Dated October 6, 1994
(To Prospectus dated September 22, 1993 and
Prospectus Supplement dated October 8, 1993)
$175,000,000
APPALACHIAN POWER COMPANY
First Mortgage Bonds, Designated Secured Medium Term Notes
Due From Nine Months to Forty-Two Years from Date of Issue
Principal Amount: $50,000,000
Issue Price: 100%
Original Issue Date: 10-21-1994
Stated Maturity: 11-1-2004
Interest Rate: 7.85%
Form: Book-Entry
Agent's Discount or Commission: .500%
Redemption: The Notes are not redeemable by the Company prior to
their maturity.
Repayment at Option of Holder:
The Notes will be repayable on November 1, 1999, at the option of
the registered holder or holders thereof, at 100% of their
principal amount together with interest payable to the date of
repayment. The repayment option may be exercised by a registered
holder of the Notes for less than the entire principal amount of
the Notes, provided the principal amount which is to be repaid to
such holder is equal to $1,000 or an integral multiple of $1,000.
Such election by a registered holder to tender the Notes for
repayment will be irrevocable.
Book-Entry Notes. So long as the Notes are held under the book-
entry only system referred to in the Prospectus Supplement, DTC
or its nominee, Cede & Co., as registered holder of the Notes,
will be entitled to tender the Notes on November 1, 1999 for
repayment, and any such tenders will be effected by means of
DTC's Repayment Option Procedures. During the period from and
including September 1, 1999 to and including October 1, 1999 or,
if such October 1, 1999 is not a business day, the next
succeeding business day, DTC will receive instructions from its
Participants (acting on behalf of owners of beneficial interests
in the Notes) to tender the Notes for repayment under DTC's
Repayment Option Procedures. OWNERS OF BENEFICIAL INTERESTS IN
THE NOTES WHO WISH TO EFFECTUATE THE TENDER AND REPAYMENT OF SUCH
NOTES MUST INSTRUCT THEIR RESPECTIVE DTC PARTICIPANT OR
PARTICIPANTS A REASONABLE PERIOD OF TIME IN ADVANCE OF OCTOBER 1,
1999.
Certificated Bonds. If at any time the use of a book-entry only
system through DTC (or any successor securities depository) is
discontinued with respect to the Notes, tenders for repayment of
such Notes on November 1, 1999 shall be made according to the
following procedures. The Company must receive at the office of
the Trustee at Four Albany Street in New York, New York, during
the period from and including September 1, 1999 to and including
October 1, 1999 or, if such October 1, 1999 is not a business
day, the next succeeding business day, the Note with the form
entitled "Option to Elect Repayment" attached to the Note duly
completed. Any such election received by the Company during the
period from and including September 1, 1999 to and including
October 1, 1999 shall be irrevocable.
All questions as to the validity, eligibility (including time of
receipt) and the acceptance of any Note for repayment will be
determined by the Company, whose determination will be final and
binding.
The Company sold $25,000,000 principal amount of the Notes to
Salomon Brothers Inc and $25,000,000 principal amount of the
Notes to CS First Boston Corporation as principals in this
transaction for resale to one or more investors at varying prices
related to prevailing market conditions at the time or times of
resale as determined by Salomon Brothers Inc and CS First Boston
Corporation, as the case may be.
<PAGE>
Prospectus Supplement
(To Prospectus Dated September 22, 1993)
$175,000,000
Appalachian Power Company
First Mortgage Bonds, Designated Secured Medium Term Notes,
Due From Nine Months to Forty-Two Years from Date of Issue
Appalachian Power Company (the "Company") may from time to time
offer its First Mortgage Bonds, Designated Secured Medium Term
Notes (the "Notes"), in the aggregate principal amount of up to
$175,000,000, subject to reduction as a result of the sale of
other Debt Securities as described in the accompanying
Prospectus. Each Note will mature from nine months to forty-two
years from its date of issue.
Each Note will bear interest at a fixed rate. Unless otherwise
indicated in a pricing supplement to this Prospectus Supplement
(a "Pricing Supplement"), interest on each Note will be payable
semiannually in arrears on each May 1 and November 1 and at
redemption, if any, or Stated Maturity.
The interest rate, Issue Price, Stated Maturity, Interest Payment
Dates, redemption provisions, if any, and certain other terms
with respect to each Note will be established at the time of
issuance and set forth in a Pricing Supplement.
Each series of Notes will be represented by a global Note
("Global Note") registered in the name of a nominee of The
Depository Trust Company, as Depository, or another depository
(such a Note, so represented, being called a "Book-Entry Note").
Beneficial interests in Global Notes representing Book-Entry
Notes will be shown on, and transfers thereof will be effected
only through, records maintained by the Depository's
participants. Book-Entry Notes will not be issuable as
Certificated Notes except under the circumstances described
herein. See "Supplemental Description of the Notes--Book-Entry
Notes".
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS SUPPLEMENT, ANY PRICING SUPPLEMENT HERETO OR
THE ACCOMPANYING PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
Price to Agents' Proceeds to
Public(1) Commission(2) Company(2)(3)
Per Note . . 100.000% .125%-.750% 99.875%-99.250%
Total . . . . $175,000,000 $218,750- $174,781,250-
$1,312,500 $173,687,500
(1) Unless otherwise specified in the applicable Pricing
Supplement, the price to the public will be 100% of the principal
amount.
(2) The Company will pay to Salomon Brothers Inc and The First
Boston Corporation, each as agent (together, the "Agents"), a
commission of from .125% to .750% of the principal amount of any
Note, depending upon its Stated Maturity, sold through such
Agent. The Company may also sell Notes to any Agent, as
principal, at a discount for resale to one or more investors or
to another broker-dealer (acting as principal for purposes of
resale) at varying prices related to prevailing market prices at
the time of resale, as determined by such Agent. Unless
otherwise indicated in the applicable Pricing Supplement, any
Note sold to an Agent as principal shall be purchased by such
Agent at a price equal to 100% of the principal amount thereof
less the percentage equal to the commission applicable to an
agency sale of a Note of identical maturity and may be resold by
such Agent. The Notes may also be sold by the Company directly
to investors, in which case no commission will be payable to the
Agents. The Company has agreed to indemnify the Agents for
certain liabilities, including certain liabilities under the
Securities Act of 1933, as amended. See "Plan of Distribution"
herein.
(3) Before deduction of expenses payable by the Company
estimated at $432,688, including reimbursement of certain
expenses of the Agents.
The Notes are being offered on a continuous basis by the Company
through the Agents which have agreed to use their reasonable best
efforts to solicit offers to purchase Notes. The Company may
sell Notes at a discount to either Agent, as principal, for
resale to one or more investors or other purchasers at varying
prices related to prevailing market prices at the time of resale,
as determined by such Agent. The Company also may sell Notes
directly to investors on its own behalf. The Notes will not be
listed on any securities exchange, and there is no assurance that
the maximum amount of Notes offered by this Prospectus Supplement
will be sold or that there will be a secondary market for the
Notes. The Company reserves the right to withdraw, cancel or
modify the offer made hereby without notice. The Company or an
Agent may reject an order, whether or not solicited, in whole or
in part. See "Plan of Distribution" herein.
Salomon Brothers Inc CS First Boston
The date of this Prospectus Supplement is October 8, 1993.
IN CONNECTION WITH THIS OFFERING, THE AGENTS MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICES
OF THE NOTES OFFERED HEREBY AT LEVELS ABOVE THOSE WHICH MIGHT
OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
____________________
SUPPLEMENTAL DESCRIPTION OF THE NOTES
The following description of the particular terms of the Notes
supplements, and to the extent inconsistent therewith replaces,
the description of the general terms and provisions of the Debt
Securities set forth under "Description of Debt Securities" in
the accompanying Prospectus, to which description reference is
hereby made. Certain capitalized terms used herein are defined
under "Description of Debt Securities" in the accompanying
Prospectus.
General
The Notes will be issued in one or more series of Debt Securities
under the Mortgage. The Notes will be limited in aggregate
principal amount to $175,000,000, subject to reduction as a
result of the sale of other Debt Securities as described in the
accompanying Prospectus.
The Notes will be issued in fully registered form only, without
coupons. Each series of Notes will be issued initially as a
Book-Entry Note. Except as set forth herein under "Book-Entry
Notes" or in any Pricing Supplement relating to specific Notes,
the Notes will not be issuable as Certificated Notes. The
authorized denominations of Global Notes will be $1,000 and any
integral multiple thereof up to $150,000,000.
Each Note will mature from 9 months to 42 years from its date of
issue, as selected by the purchaser and agreed to by the
Company. Each Note may also be subject to redemption at the
option of the Company prior to its Stated Maturity (as defined
below).
The Pricing Supplement relating to a Note will describe the
following terms: (i) the price (expressed as a percentage of the
aggregate principal amount thereof) at which such Note will be
issued (the "Issue Price"); (ii) the date on which such Note will
be issued (the "Original Issue Date"); (iii) the date on which
such Note will mature (the "Stated Maturity"); (iv) the rate per
annum at which such Note will bear interest, and the Interest
Payment Dates (as defined below); (v) any applicable discounts or
commissions; (vi) whether such Note may be redeemed at the option
of the Company prior to Stated Maturity and, if so, the
provisions relating to such redemption; and (vii) any other terms
of such Note not inconsistent with the provisions of the
Mortgage.
"Business Day" with respect to any Note means any day, other than
a Saturday or Sunday, which is not a day on which banking
institutions or trust companies in The City of New York, New York
or the city in which is located any office or agency maintained
for the payment of principal of or premium, if any, or interest
on such Note are authorized or required by law, regulation or
executive order to remain closed.
Payment of Principal and Interest
Payments of interest on the Notes (other than interest payable at
redemption, if any, or Stated Maturity) will be made, except as
provided below, in immediately available funds to the Owners of
such Notes (which, in the case of Global Notes representing Book-
Entry Notes, will be a nominee of the Depository, as hereinafter
defined) as of the Regular Record Date (as defined below) for
each Interest Payment Date; provided, however, that if the
Original Issue Date of a Note issued as a Global Note is after a
Regular Record Date and before the corresponding Interest Payment
Date, interest for the period from and including the Original
Issue Date for such Note to but excluding such Interest Payment
Date will be paid on the next succeeding Interest Payment Date to
the Owner of such Note on the related Regular Record Date.
Unless otherwise specified in the applicable Pricing Supplement,
the principal of the Notes and any premium and interest thereon
payable at redemption, if any, or Stated Maturity will be paid in
immediately available funds upon surrender thereof at the office
of Bankers Trust Company at Four Albany Street in New York, New
York. Should any Note be issued other than as a Global Note,
interest (other than interest payable at redemption or Stated
Maturity) may, at the option of the Company, be paid to the
person entitled thereto by check mailed to any such person. See
"Book-Entry Notes" herein.
If, with respect to any Note, any Interest Payment Date,
redemption date or the Stated Maturity is not a Business Day,
payment of amounts due on such Note on such date may be made on
the next succeeding Business Day, and, if such payment is made or
duly provided for on such Business Day, no interest shall accrue
on such amounts for the period from and after such Interest
Payment Date, redemption date or Stated Maturity, as the case may
be, to such Business Day.
The "Regular Record Date" with respect to a Note (unless
otherwise specified in the applicable Pricing Supplement) will be
the April 15 or October 15, as the case may be, next preceding an
Interest Payment Date for Notes or if such April 15 or October 15
is not a Business Day, the next preceding Business Day.
Each Note issued as a Global Note will bear interest from its
Original Issue Date at the fixed interest rate per annum stated
on the face thereof until the principal amount thereof is paid or
made available for payment. Unless otherwise set forth in the
applicable Pricing Supplement, interest on each Note will be
payable semiannually in arrears on each May 1 and November 1
(each such date, an "Interest Payment Date") and at redemption,
if any, or Stated Maturity. Each payment of interest in respect
of an Interest Payment Date shall include interest accrued
through the day before such Interest Payment Date. Interest on
Notes will be computed on the basis of a 360-day year of twelve
30-day months.
Redemption
The Pricing Supplement relating to each Note will indicate either
that such Note cannot be redeemed prior to Stated Maturity or
that such Note will be redeemable at the option of the Company in
whole or in part, under the terms and conditions and at the
prices specified therein, together with accrued interest to the
date of redemption. Any such redemption may be made upon not
less than 30 days' notice.
Book-Entry Notes
Except under the circumstances described below, the Notes will be
issued in whole or in part in the form of one or more Global
Notes that will be deposited with, or on behalf of, The
Depository Trust Company, New York, New York ("DTC"), or such
other depository as may be subsequently designated (the
"Depository"), and registered in the name of a nominee of the
Depository.
Book-Entry Notes represented by a Global Note will not be
exchangeable for Certificated Notes and, except under the
circumstances described below, will not otherwise be issuable as
Certificated Notes.
So long as the Depository, or its nominee, is the registered
owner of a Global Note, such Depository or such nominee, as the
case may be, will be considered the sole owner of the individual
Book-Entry Notes represented by such Global Note for all purposes
under the Mortgage. Payments of principal of and premium, if
any, and any interest on individual Book-Entry Notes represented
by a Global Note will be made to the Depository or its nominee,
as the case may be, as the Owner of such Global Note. Except as
set forth below, owners of beneficial interests in a Global Note
will not be entitled to have any of the individual Book-Entry
Notes represented by such Global Note registered in their names,
will not receive or be entitled to receive physical delivery of
any such Book-Entry Notes and will not be considered the Owners
thereof under the Mortgage, including, without limitation, for
purposes of consenting to any amendment thereof or supplement
thereto.
If the Depository is at any time unwilling or unable to continue
as depository and a successor depository is not appointed, the
Company will issue individual Certificated Notes in exchange for
the Global Note or Notes representing the corresponding Book-
Entry Notes. In addition, the Company may at any time and in its
sole discretion determine not to have any Notes represented by
one or more Global Notes and, in such event, will issue
individual Certificated Notes in exchange for the Global Notes
representing the corresponding Book-Entry Notes. In any such
instance, an owner of a Book-Entry Note represented by a Global
Note will be entitled to physical delivery of individual
Certificated Notes equal in principal amount to such Book-Entry
Note and to have such Certificated Notes registered in its name.
Individual Certificated Notes so issued will be issued as
registered Notes in denominations, unless otherwise specified by
the Company, of $1,000 and integral multiples thereof.
DTC has confirmed to the Company and the Agents the following
information:
1. DTC will act as securities depository for the Global
Notes. The Notes will be issued as fully-registered securities
registered in the name of Cede & Co. (DTC's partnership nominee).
One fully-registered Global Note will be issued for each series
of the Notes, each in the aggregate principal amount of such
series, and will be deposited with DTC. If, however, the
aggregate principal amount of any series of Notes exceeds
$150,000,000, one certificate will be issued with respect to each
$150,000,000 of principal amount and an additional certificate
will be issued with respect to any remaining principal amount of
such series.
2. DTC is a limited-purpose trust company organized under
the New York Banking Law, a "banking organization" within the
meaning of the New York Banking Law, a member of the Federal
Reserve System, a "clearing corporation" within the meaning of
the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934. DTC holds securities that its
participants ("Participants") deposit with DTC. DTC also
facilitates the settlement among Participants of securities
transactions, such as transfers and pledges, in deposited
securities through electronic computerized book-entry changes in
Participants' accounts, thereby eliminating the need for physical
movement of securities certificates. Direct Participants include
securities brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations. DTC is owned by a
number of its Direct Participants and by the New York Stock
Exchange, Inc., the American Stock Exchange, Inc., and the
National Association of Securities Dealers, Inc. Access to the
DTC system is also available to others such as securities brokers
and dealers, banks, and trust companies that clear through or
maintain a custodial relationship with a Direct Participant,
either directly or indirectly ("Indirect Participants"). The
Rules applicable to DTC and its Participants are on file with the
Securities and Exchange Commission.
3. Purchases of Notes under the DTC system must be made by
or through Direct Participants, which will receive a credit for
the Notes on DTC's records. The ownership interest of each
actual purchaser of each Note ("Beneficial Owner") is in turn to
be recorded on the Direct and Indirect Participants' records.
Beneficial Owners will not receive written confirmation from DTC
of their purchase, but Beneficial Owners are expected to receive
written confirmations providing details of the transaction, as
well as periodic statements of their holdings, from the Direct or
Indirect Participant through which the Beneficial Owner entered
into the transaction. Transfers of ownership interests in the
Notes are to be accomplished by entries made on the books of
Participants acting on behalf of Beneficial Owners. Beneficial
Owners will not receive certificates representing their ownership
interests in Notes, except in the event that use of the book-
entry system for the Notes is discontinued.
4. To facilitate subsequent transfers, all Notes deposited
by Participants with DTC are registered in the name of DTC's
partnership nominee, Cede & Co. The deposit of Notes with DTC
and their registration in the name of Cede & Co. effect no change
in beneficial ownership. DTC has no knowledge of the actual
Beneficial Owners of the Notes; DTC's records reflect only the
identity of the Direct Participants to whose accounts such Notes
are credited, which may or may not be the Beneficial Owners. The
Participants will remain responsible for keeping account of their
holdings on behalf of their customers.
5. Conveyance of notices and other communications by DTC
to Direct Participants, by Direct Participants to Indirect
Participants, and by Direct Participants and Indirect
Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.
6. Redemption notices shall be sent to Cede & Co. If less
than all of the Notes within an issue are being redeemed, DTC's
practice is to determine by lot the amount of the interest of
each Direct Participant in such issue to be redeemed.
7. Neither DTC nor Cede & Co. will consent or vote with
respect to the Notes. Under its usual procedures, DTC mails an
Omnibus Proxy to the Company as soon as possible after the record
date. The Omnibus Proxy assigns Cede & Co.'s consenting or
voting rights to those Direct Participants to whose accounts the
Notes are credited on the record date (identified in a listing
attached to the Omnibus Proxy).
8. Principal and interest payments on the Notes will be
made to DTC. DTC's practice is to credit Direct Participants'
accounts on the date on which interest is payable in accordance
with their respective holdings shown on DTC's records unless DTC
has reason to believe that it will not receive payment on such
date. Payments by Participants to Beneficial Owners will be
governed by standing instructions and customary practices, as is
the case with securities held for the accounts of customers in
bearer form or registered in "street name", and will be the
responsibility of such Participant and not of DTC, the Agents or
the Company, subject to any statutory or regulatory requirements
as may be in effect from time to time. Payment of principal and
interest to DTC is the responsibility of the Company or the
Trustee, disbursement of such payments to Direct Participants
shall be the responsibility of DTC, and disbursement of such
payments to the Beneficial Owners shall be the responsibility of
Direct and Indirect Participants.
9. DTC may discontinue providing its services as
securities depository with respect to the Notes at any time by
giving reasonable notice to the Company and the Trustee. Under
such circumstances, in the event that a successor securities
depository is not obtained, Certificated Notes are required to be
printed and delivered.
10. The Company may decide to discontinue use of the system
of book-entry transfers through DTC (or a successor securities
depository). In that event, Certificated Notes will be printed
and delivered.
The information in this section concerning DTC and DTC's book-
entry system has been obtained from sources that the Company
believes to be reliable, but the Company takes no responsibility
for the accuracy thereof.
The Agents are Direct Participants of DTC.
None of the Company, the Trustee or any agent for payment on or
registration of transfer or exchange of any Global Note will have
any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial interests
in such Global Note or for maintaining, supervising or reviewing
any records relating to such beneficial interests.
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
The following summary describes certain United States federal
income tax consequences of the ownership of Notes as of the date
hereof. Except where noted, it deals only with Notes held by
initial purchasers who have purchased Notes at the initial
offering price thereof and who hold such Notes as capital assets
and does not deal with special situations, such as those of
dealers in securities, financial institutions, life insurance
companies, United States Holders (as defined below) whose
"functional currency" is not the U.S. dollar, or Non-United
States Holders (as defined below) owning (actually or
constructively) ten percent or more of the combined voting power
of all classes of voting stock of the Company. Persons
considering the purchase, ownership or disposition of Notes
should consult their own tax advisors concerning the federal
income tax consequences in light of their particular situations
as well as any consequences arising under the laws of any other
taxing jurisdiction. Furthermore, the discussion below is based
upon the provisions of the Internal Revenue Code of 1986, as
amended (the "Code") and regulations, rulings and judicial
decisions thereunder as of the date hereof, and such authorities
may be repealed, revoked or modified so as to result in federal
income tax consequences different from those discussed below.
United States Holders
As used herein, a "United States Holder" of a Note means a holder
that is a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in
or under the laws of the United States or any political
subdivision thereof, or an estate or trust the income of which is
subject to United States federal income taxation regardless of
its source. A "Non-United States Holder" is a holder that is not
a United States Holder.
Payments of Interest. Except as set forth below, interest
on a Note will generally be taxable to a United States Holder as
ordinary income from domestic sources at the time it is paid or
accrued in accordance with the United States Holder's method of
accounting for tax purposes.
Notes with a maturity of one year or less will be subject to
special tax rules that apply to the timing of inclusion in income
of interest on such obligations ("Short-Term Notes"). An
obligation which is issued for an amount less than its "stated
redemption price at maturity" will generally be considered to be
issued at a discount for federal income tax purposes. Under
proposed Treasury Regulations (the "Proposed Regulations")
involving original issue discount ("OID"), all payments
(including all stated interest) with respect to a Short-Term Note
will be included in the stated redemption price at maturity and,
thus, holders will be taxable on discount in lieu of stated
interest. This discount will be equal to the excess of the
stated redemption price at maturity over the initial offering
price to the public at which a substantial amount of the Notes is
sold (for purposes of this section of the Prospectus Supplement,
the "issue price"), unless a holder elects to compute this
discount as acquisition discount using tax basis instead of issue
price. In general, individual and certain other cash method
holders of a Short-Term Note are not required to include accrued
discount in income before receiving cash unless an election is
made to do so. Holders who report income for federal income tax
purposes on the accrual method and certain other holders,
including banks and dealers in securities, are required to
include discount on such Short-Term Notes in income on a
straight-line method (as ordinary income) unless an election is
made based on daily compounding. The amount of discount which
accrues in respect of a Short-Term Note while held by a holder
will be added to such holder's tax basis for such Note to the
extent included in income.
The Proposed Regulations were issued on December 21, 1992 and
withdrew previously proposed regulations. The Proposed
Regulations state that their provisions are to be applicable to
Notes issued at any time 60 days after the regulations are
published in final form. They are not final and are subject to
change. It is impossible to predict whether or in what form the
Proposed Regulations will become final and what the scope or
effective date of any such final regulations might be. Holders
should therefore consult their tax advisers as to the potential
application of the above-discussed provisions of the Proposed
Regulations.
Sale, Exchange and Retirement of Notes. Upon the sale,
exchange or retirement of a Note, a United States Holder will
recognize gain or loss equal to the difference between the amount
realized upon the sale, exchange or retirement and the adjusted
tax basis of the Note. Under the Proposed Regulations, a United
States Holder's tax basis in a Note will, in general, be the
United States Holder's cost therefor, increased by any discount
included in income by the United States Holder and reduced by any
cash payments on the Note other than "qualified stated interest"
payments. (In general, "qualified stated interest" includes
interest at a single fixed rate unconditionally payable at least
annually, other than interest on Short-Term Notes.) Except as
described below with respect to certain Short-Term Notes, such
gain or loss will be capital gain or loss and will be long-term
capital gain or loss if at the time of sale, exchange or
retirement the Note has been held for more than one year. Under
current law, net capital gains of individuals are, under certain
circumstances, taxed at lower rates than items of ordinary
income. The deductibility of capital losses is subject to
limitations.
In the case of a cash basis holder who does not include discount
income currently, any gain realized on the sale, exchange or
retirement of the Short-Term Note will be ordinary interest
income to the extent of the discount accrued on a straight-line
basis (or, if elected, according to a constant yield method based
on daily compounding) through the date of sale, exchange or
retirement. In addition, such non-electing holders which are not
subject to the current inclusion requirement described above will
be required to defer deductions for any interest paid on
indebtedness incurred or continued to purchase or carry such
Short-Term Notes in an amount not exceeding the deferred interest
income, until such deferred interest income is realized.
Non-United States Holders
Non-United States Holders will not be subject to United States
federal income taxes, including withholding taxes, on the
interest income (including any OID) on, or gain from the sale or
disposition of, any Note provided that (1) the interest income or
gain is not effectively connected with the conduct by the
Non-United States Holder of a trade or business within the United
States, (2) the Non-United States Holder is not a controlled
foreign corporation related to the Company through stock
ownership, (3) with respect to any gain, the Non-United States
Holder, if an individual, is not present in the United States for
183 days or more during the taxable year and (4) the Non-United
States Holder provides the correct certification of his status
(which may generally be satisfied by providing an Internal
Revenue Service Form W-8 certifying that the beneficial owner is
not a United States Holder and providing the name and address of
the beneficial owner).
An individual holder of a Note who is not a citizen or resident
of the United States at the time of the holder's death will not
be subject to United States federal estate tax as a result of the
holder's death, as long as any interest received on the Note, if
received by the holder at the time of the holder's death, would
not be effectively connected with the conduct of a trade or
business by such individual in the United States.
Backup Withholding
In general, if a holder other than a corporate holder fails to
furnish a correct taxpayer identification number or certification
of foreign or other exempt status, fails to report dividend and
interest income in full, or fails to certify that such holder has
provided a correct taxpayer identification number and that the
holder is not subject to backup withholding, a 31 percent federal
backup withholding tax may be withheld from amounts paid to such
holder. An individual's taxpayer identification number is such
individual's social security number. The backup withholding tax
is not an additional tax and may be credited against a holder's
regular federal income tax liability or refunded by the Internal
Revenue Service where applicable.
PLAN OF DISTRIBUTION
The Notes are being offered on a continuous basis by the Company
through the Agents, which have agreed to use their reasonable
best efforts to solicit offers to purchase Notes. Initial
purchasers may propose certain terms of the Notes, but the
Company will have the right to accept offers to purchase Notes
and may reject proposed purchases in whole or in part. The
Agents will have the right, in their discretion reasonably
exercised and without notice to the Company, to reject any
proposed purchase of Notes in whole or in part. The Company will
pay each Agent a commission of from .125% to .750% of the
principal amount of Notes sold through it, depending upon Stated
Maturity. The Company also may sell Notes to any Agent, acting
as principal, at a discount to be agreed upon at the time of
sale, for resale to one or more investors or to another broker-
dealer (acting as principal for purposes of resale) at varying
prices related to prevailing market prices at the time of such
resale, as determined by such Agent. An Agent may resell a Note
purchased by it as principal to another broker-dealer at a
discount, provided such discount does not exceed the commission
or discount received by such Agent from the Company in connection
with the original sale of such Note. The Company may also sell
Notes directly to investors on its own behalf at a price to be
agreed upon at the time of sale or through negotiated
underwritten transactions with one or more underwriters. In the
case of sales made directly by the Company, no commission or
discount will be paid or allowed.
No Note will have an established trading market when issued. The
Notes will not be listed on any securities exchange. The Agents
may make a market in the Notes, but the Agents are not obligated
to do so and may discontinue any market-making at any time
without notice. There can be no assurance of a secondary market
for any Notes, or that the Notes will be sold.
The Agents, whether acting as agent or principal, may be deemed
to be "underwriters" within the meaning of the Securities Act of
1933, as amended (the "Securities Act"). The Company has agreed
to indemnify the Agents against certain liabilities, including
certain liabilities under the Securities Act.
Salomon Brothers Inc and The First Boston Corporation and certain
affiliates thereof engage in transactions with and perform
services for the Company and its affiliates in the ordinary
course of business.
<PAGE>
PROSPECTUS
Appalachian Power Company
$175,000,000
Debt Securities
Appalachian Power Company (the "Company") intends to offer,
from time to time, up to $175,000,000 aggregate principal amount
of its Debt Securities consisting of First Mortgage Bonds (the
"new Bonds") in one or more series and/or First Mortgage Bonds,
Designated Secured Medium Term Notes (the "Notes"), in one or
more series, at prices and on terms to be determined at the time
or times of sale (the new Bonds and the Notes are hereinafter
collectively referred to as the "Debt Securities"). The
aggregate principal amount, rate and time of payment of interest,
maturity, initial public offering price, if any, redemption
provisions, if any, credit enhancement, if any, improvement fund,
if any, dividend restrictions in addition to those described
herein, if any, and other specific terms of each series of Debt
Securities in respect of which this Prospectus is being delivered
will be set forth in an accompanying prospectus or pricing
supplement ("Prospectus Supplement").
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The Company may sell the Debt Securities through
underwriters, dealers or agents, or directly to one or more
institutional purchasers. A Prospectus Supplement will set
forth the names of underwriters or agents, if any, any applicable
commissions or discounts and the net proceeds to the Company from
any such sale.
The date of this Prospectus is September 22, 1993
No dealer, salesperson or other person has been authorized
to give any information or to make any representation not
contained in this Prospectus in connection with the offer made by
this Prospectus or any Prospectus Supplement relating hereto,
and, if given or made, such information or representation must
not be relied upon as having been authorized by the Company or
any underwriter, agent or dealer. Neither this Prospectus nor
this Prospectus as supplemented by any Prospectus Supplement
constitutes an offer to sell, or a solicitation of an offer to
buy, by any underwriter, agent or dealer in any jurisdiction in
which it is unlawful for such underwriter, agent or dealer to
make such an offer or solicitation. Neither the delivery of this
Prospectus or this Prospectus as supplemented by any Prospectus
Supplement nor any sale made thereunder shall, under any
circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof or
thereof.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "1934 Act") and in
accordance therewith files reports and other information with the
Securities and Exchange Commission (the "SEC"). Such reports and
other information may be inspected and copied at the public
reference facilities maintained by the SEC at 450 Fifth Street,
N.W., Washington, D.C.; Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois; and 7 World Trade
Center, 13th Floor,, New York, New York. Copies of such material
can be obtained from the Public Reference Section of the SEC, 450
Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates.
Certain of the Company's securities are listed on the New York
Stock Exchange, Inc., where reports and other information
concerning the Company may also be inspected.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Company with the SEC
are incorporated in this Prospectus by reference:
-- The Company's Annual Report on Form 10-K for the year
ended December 31, 1992; and
-- The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1993 and June 30, 1993.
All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date
of this Prospectus and prior to the termination of the offering
made by this Prospectus shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the
date of filing of such documents; provided, however, that the
documents enumerated above or subsequently filed by the Company
pursuant to Section 13 of the 1934 Act prior to the filing of the
Company's most recent Form 10-K with the SEC shall not be
incorporated by reference in this Prospectus or be a part hereof
from and after the filing of such Form 10-K.
Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other
subsequently filed document which is deemed to be incorporated by
reference herein or in a Prospectus Supplement modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to
whom a copy of this Prospectus has been delivered, on the written
or oral request of any such person, a copy of any or all of the
documents described above which have been incorporated by
reference in this Prospectus, other than exhibits to such
documents. Written requests for copies of such documents should
be addressed to Mr. G. C. Dean, American Electric Power Service
Corporation, 1 Riverside Plaza, Columbus, Ohio 43215 (telephone
number: 614-223-1000). The information relating to the Company
contained in this Prospectus or any Prospectus Supplement
relating hereto does not purport to be comprehensive and should
be read together with the information contained in the documents
incorporated by reference.
THE COMPANY
The Company is engaged in the generation, purchase,
transmission and distribution of electric power to approximately
827,000 customers in Virginia and West Virginia, and in supplying
electric power at wholesale to other electric utility companies
and municipalities in those states and in Tennessee. Its
principal executive offices are located at 40 Franklin Road,
S.W., Roanoke, Virginia 24011 (telephone number: 703-985-2300).
The Company is a subsidiary of American Electric Power Company,
Inc. ("AEP") and is a part of the American Electric Power
integrated utility system (the "AEP System"). The executive
offices of AEP are located at 1 Riverside Plaza, Columbus, Ohio
43215 (telephone number: 614-223-1000).
USE OF PROCEEDS
The Company proposes to use the proceeds from the sales of
the Debt Securities to refund long-term debt, to repay short-term
unsecured indebtedness at or prior to maturity or for other
corporate purposes. At August 31, 1993, the Company had
approximately $28,825,000 of unsecured short-term debt
outstanding. The Company's First Mortgage Bonds, 8-1/2% Series
due 1999 ($60,000,000 principal amount outstanding) may be
redeemed at a regular redemption price of 101.73% of the
principal amount thereof on or after October 1, 1993, the
Company's First Mortgage Bonds, 8-3/4% Series due 2017
($56,686,000 principal amount outstanding) may be redeemed at a
regular redemption price of 105.78% of the principal amount
thereof, and the Company's First Mortgage Bonds, 8-1/8% Series
due 2003 ($50,000,000 principal amount outstanding) may be
redeemed at a regular redemption price of 101.65% of the
principal amount thereof. Such Bonds may also be redeemed at a
lower special redemption price (but not lower than 100% of the
principal amount thereof) through the application of cash
deposited with the Trustee (as defined below), pursuant to
certain provisions of the Mortgage (as defined below). The
Company may redeem all or a portion of said series of Bonds if
they can be redeemed at a lower effective interest cost.
RATIO OF EARNINGS TO FIXED CHARGES
Below is set forth the ratio of earnings to fixed charges
for each of the years in the period 1988 through 1992 and for the
twelve months ended June 30, 1993.
12-Month
Period Ended Ratio
December 31, 1988 3.31
December 31, 1989 3.43
December 31, 1990 2.63
December 31, 1991 2.85
December 31, 1992 2.58
June 30, 1993 2.63
DESCRIPTION OF DEBT SECURITIES
The Debt Securities will be issued under the Mortgage and
Deed of Trust, dated as of December 1, 1940, made by the Company
to Bankers Trust Company, New York City, as Trustee, as
heretofore supplemented and amended and as to be further
supplemented (the "Mortgage"). All First Mortgage Bonds
(including the Debt Securities) issued and to be issued under the
Mortgage are herein sometimes referred to as "Bonds". Copies of
the Mortgage, including the respective forms of Supplemental
Indenture pursuant to which each series of the Debt Securities
will be issued (the "new Supplemental Indenture") are filed as
exhibits to the Registration Statement.
The following statements include brief summaries of certain
provisions of instruments under which securities of the Company,
including Bonds, have been issued. Certain of these instruments
apply to the issuance of Debt Securities. Such instruments,
including amendments and supplements thereto, have been filed by
the Company as exhibits to the Registration Statement. Such
summaries do not purport to be complete and reference is made to
such instruments for complete statements of such provisions.
Such summaries are qualified in their entirety by such reference
and do not relate or give effect to provisions of statutory or
common law.
Form and Exchange
Unless otherwise set forth in a Prospectus Supplement, Debt
Securities in definitive form will be issued only as registered
Bonds without coupons in denominations of $1,000 and in multiples
thereof authorized by the Company. Debt Securities will be
exchangeable for a like aggregate principal amount of the same
series of Debt Securities of other authorized denominations, and
will be transferable, at the office or agency of the Company in
New York City, and at such other office or agency of the Company
as the Company may from time to time designate, in either case
without payment, until further action by the Company, of any
charge other than for any tax or taxes or other governmental
charge required to be paid by the Company. Bankers Trust Company
is to be designated by the Company to act as agent for payment,
registration, transfer and exchange of the Debt Securities in New
York City.
Maturity, Interest, Redemption, Credit Enhancement, Improvement
Fund, Additional Dividend Restrictions and Payment
Information concerning the maturity, interest, redemption
provisions, if any, credit enhancement, if any, improvement fund,
if any, any dividend restrictions in addition to those described
herein and payment with respect to any series of the Debt
Securities will be contained in a Prospectus Supplement.
Security
The Debt Securities will be secured, pari passu with Bonds
of all other series now or hereafter issued, by the lien of the
Mortgage which, except as provided in the following paragraph,
constitutes, in the opinion of counsel for the Company, a first
lien on substantially all of the fixed physical property and
franchises of the Company, subject only to (a) the conditions and
limitations in the instruments through which the Company claims
title to its properties, (b) "excepted encumbrances" as defined
in Section 6 of the Mortgage, including claims later perfected
into statutory liens or equitable priorities for taxes, services,
materials and supplies, (c) the prior lien of the Trustee for its
compensation, expenses and liabilities, and (d) in the case of
property acquired of record by the Company since the recordation
of the supplemental indenture dated as of May 15, 1993 (not
affixed to other property so as thereby to become subject to the
Mortgage), recordation of a supplemental indenture conveying such
property to the Trustee.
Property acquired after the recordation of the most recent
supplemental indenture may be subject to liens, ranking prior to
the lien of the Mortgage, existing thereon at the time of
acquisition of such property, and the lien thereon of the
Mortgage may be subject to the rights of others which may attach
prior to recordation of a supplemental indenture conveying such
property to the Trustee after its acquisition. The provisions of
the Mortgage, in substance, permit releases of property from the
lien and the withdrawal of cash proceeds of property released
from the lien, not only against new property then becoming
subject to the lien, but also against property already subject to
the lien of the Mortgage, unless such property was owned at
August 31, 1940, or has been made the basis of the issue of Bonds
or a credit under Sections 20 or 40 of the Mortgage.
Accordingly, any increase in the amount of the mortgaged and
pledged property as a result of the after-acquired property
clause may be eliminated by means of such releases and
withdrawals.
Issuance of Additional Bonds
Additional Bonds of any series may be issued in a principal
amount equal to:
1. 60% of the cost or the then fair value, whichever
is less, of property additions after deduction for
retirements;
2. The principal amount of Bonds or prior lien bonds
retired or then to be retired; and
3. The amount of cash deposited with the Trustee;
but, except as otherwise provided in the Mortgage, only if the
net earnings (as defined in Section 7 of the Mortgage) are at
least twice the annual interest requirement on all outstanding
Bonds and indebtedness having an equal or prior lien, including
the additional issue. However, no Bonds may be issued against
property additions subject to prior liens, as defined in Section
6 of the Mortgage (a) if the principal amount of outstanding
prior lien bonds secured thereby exceeds 40% of the cost or fair
value (whichever is less) of such property additions or (b) if
the principal amount of all Bonds theretofore issued on such
basis and continuing on such basis, and the amount of certain
other items representing deposited cash withdrawn or property
released on such basis, in the aggregate, exceeds 15% of the
aggregate principal amount of all Bonds theretofore issued
(except Bonds issued under Article VII upon retirement of Bonds
previously outstanding under the Mortgage), including the
additional issue. (See Sections 4, 7, 24, 26, 27, 28, 29, 30, 31
and 40 of the Mortgage and "Description of Debt Securities--
Modification of the Mortgage" below.)
The requirement, referred to above, that net earnings be at
least twice the annual interest requirements on all outstanding
Bonds and indebtedness having an equal or prior lien, including a
proposed additional issue of Bonds, is not applicable under
certain circumstances where additional Bonds are issued in a
principal amount equal to the principal amount of Bonds or prior
lien bonds retired or then to be retired (see Section 30 of the
Mortgage). In calculating earnings coverages under the
provisions of the Mortgage, the Company includes, as a component
of earnings, revenues being collected subject to refund and, to
the extent not limited by the terms of the Mortgage, an allowance
for funds used during construction, including amounts positioned
and classified as an allowance for borrowed funds used during
construction.
It is estimated that as of August 31, 1993, the Company had
available, for use in connection with the authentication of
Bonds, more than $948,000,000 of unbonded bondable property
additions. The Company expects that the Debt Securities will be
authenticated upon the basis of Bonds previously retired or to be
retired and/or property additions.
Other Restrictions Upon Creation and/or Issuance of Debt
Securities and Other Senior Securities
There are, in addition to the foregoing restrictions, a
number of additional limitations upon the creation and/or
issuance by the Company of long-term debt securities and of
shares of stock ranking, as to dividends and distributions of
assets, prior to the common stock equity of the Company.
One limitation upon the issuance of long-term debt
securities, contained in the debenture agreement under which
unsecured debentures of the Company are from time to time issued,
consists of a covenant by the Company that it will not incur any
Funded Debt, as defined, (a) unless, after giving effect to such
additional Funded Debt and to the application of all proceeds
thereof, the ratio of the Funded Debt of the Company to its
Capitalization, as defined, does not exceed 65% (or such higher
percentage as shall be authorized by the SEC, or any successor
commission thereto, pursuant to an exemption or order under the
Public Utility Holding Company Act of 1935 (the "1935 Act")) and
the ratio of Common Stock Equity, as defined, of the Company to
its Capitalization equals or exceeds 30% (or such lower
percentage as shall be authorized or approved by the SEC, or any
successor commission thereto, under the 1935 Act), and (b)
unless, with certain specified exceptions, the adjusted net
earnings of the Company, calculated as therein provided, are not
less than twice the annual interest requirements upon all Funded
Debt of the Company, including the additional issue. This
limitation is more restrictive than the net earnings requirement
referred to above under the heading "Description of Debt
Securities--Issuance of Additional Bonds" but is not applicable
in certain instances to issues of long-term debt securities
issued to refund outstanding long-term debt securities. Although
the Company has been able to issue significant amounts of Bonds
in recent years, earnings coverage requirements did at certain
times limit the amount of Bonds (except for refunding purposes)
which could have been issued. The debt coverage of the Company
under this provision, calculated as of June 30, 1993, based on
the amounts then recorded in the accounts of the Company was at
least 3.52. In calculating earnings coverages under the
provisions of its debenture agreement and charter, the Company
includes, as a component of earnings, revenues being collected
subject to refund and, to the extent not limited by the terms of
the instrument under which the calculation is made, an allowance
for funds used during construction, including amounts positioned
and classified as an allowance for borrowed funds used during
construction.
The issuance of additional securities is also limited by
provisions of the Restated Articles of Incorporation of the
Company which require the consent of the holders of the
Cumulative Preferred Stock then outstanding prior to certain
corporate actions.
The favorable vote of holders of at least two-thirds of the
total voting power of the Cumulative Preferred Stock then
outstanding is required (see Restated Articles of Incorporation,
Article V, Paragraph (7)(A)) (a) to increase the total authorized
amount of the Cumulative Preferred Stock, (b) to create or
authorize any series of stock (other than a series of the
Cumulative Preferred Stock) ranking prior to or on a parity with
the Cumulative Preferred Stock as to assets or dividends, or to
create or authorize any obligation or security convertible into
shares of any such stock, or to issue any such prior ranking
stock or security more than twelve months after the date as of
which the Company was empowered to create or authorize such stock
or security, or (c) to change any of the express terms of the
Cumulative Preferred Stock or of any outstanding series thereof
in a manner prejudicial to the holders thereof. Under Paragraph
(7)(A)(c) of Article V of the Restated Articles of Incorporation,
if less than all series are prejudicially affected, only the
consent of the holders of two-thirds of the total number of votes
which holders of the shares of each series so affected are
entitled to cast is required.
The favorable vote of the holders of a majority of the total
voting power of the Cumulative Preferred Stock then outstanding
is required before the Company may (see Restated Articles of
Incorporation, Article V, Paragraph (7)(B)):
(a) merge or consolidate with or into any other
corporation or corporations, or sell all or substantially
all of its assets, unless such action has been approved by
the SEC or by a successor regulatory authority;
(b) issue or assume any evidences of indebtedness,
secured or unsecured (other than (i) Bonds issued under the
Company's Mortgage, (ii) bonds issued under a new mortgage
replacing the Mortgage, (iii) bonds issued under any other
new mortgage, provided the Mortgage shall have been
irrevocably closed against the authentication of additional
Bonds thereunder, (iv) indebtedness secured by bonds of the
Company or by bonds issued under any such new mortgage, (v)
indebtedness secured by bonds issued under a mortgage
existing at the time of acquisition of property acquired by
the Company, provided such mortgage, or any mortgage
replacing it, is irrevocably closed against authentication
of additional bonds thereunder, or (vi) obligations to pay
the purchase price of materials or equipment made in the
ordinary course of the Company's business), for purposes
other than the refunding or renewing of evidences of
indebtedness previously issued or assumed by the Company
resulting in equal or longer maturities or redeeming or
otherwise retiring all outstanding shares of the Cumulative
Preferred Stock, if immediately after such issue or
assumption, (x) the total principal amount of all such
indebtedness (other than those referred to in (i) through
(vi) above) issued or assumed by the Company and then
outstanding (including the evidences of indebtedness then to
be issued or assumed) would exceed 20% of the sum of (1) the
total principal amount of all debt securities of the
character hereinbefore described in (i) through (vi) above,
issued or assumed by the Company and then to be outstanding,
and (2) the stated capital and surplus of the Company, or
(y) the total outstanding principal amount of all unsecured
debt securities of the Company (other than obligations of
the character described in (vi) above) would exceed 20% of
the sum of (1) the total outstanding principal amount of all
bonds or other secured debt of the Company, and (2) the
stated capital and surplus of the Company, or (z) the total
outstanding principal amount of all unsecured debt
securities of the Company (other than obligations of the
character described in (vi) above) of maturities of less
than 10 years would exceed 10% of the sum of (1) the total
principal amount of all bonds or other secured debt of the
Company, and (2) the stated capital and surplus of the
Company; provided that the payment due upon the maturity of
unsecured debt having an original single maturity of 10 or
more years or the payment due upon the final maturity of any
unsecured serial debt which had original maturities of 10 or
more years is not regarded for purposes of this subparagraph
(b) as unsecured debt of a maturity of less than 10 years
until payment thereof is required within 3 years;
(c) issue or reissue any shares of the Cumulative
Preferred Stock or of any other class of stock ranking on a
parity with the outstanding shares of Cumulative Preferred
Stock as to dividends or assets for any purpose other than
to refinance an amount of outstanding Cumulative Preferred
Stock, or stock ranking prior to or on a parity with the
Cumulative Preferred Stock as to dividends or assets, having
an aggregate involuntary liquidation amount equal to the
aggregate involuntary liquidation amount of such issued or
reissued shares, unless (i) the net income of the Company,
determined in accordance with generally accepted accounting
principles to be available for the payment of dividends for
a period of 12 consecutive calendar months within the 15
calendar months immediately preceding the calendar month of
such issuance, is equal to at least twice the annual
dividend requirements on the Cumulative Preferred Stock
(including dividend requirements on such prior or parity
stock), which will be outstanding immediately after such
issuance; (ii) the gross income of the Company for the same
period determined in accordance with generally accepted
accounting principles (but in any event after all taxes
including taxes based on income) is equal to at least one
and one-half times the aggregate of annual interest charges
on indebtedness (excluding interest charges on indebtedness
to be retired by the application of the proceeds from the
issuance of such shares) and the annual dividend
requirements on the Cumulative Preferred Stock (including
dividend requirements on such prior or parity stock), which
will be outstanding immediately after such issuance; and
(iii) the aggregate of the Common Stock Equity, as defined,
is at least equal to the aggregate amount payable in
connection with an involuntary liquidation of the Company
with respect to all shares of Cumulative Preferred Stock and
all shares of such prior or parity stock, if any, which will
be outstanding immediately after such issuance. No
dividends may be paid on Common Stock which would result in
the reduction of the Common Stock Equity, as defined, below
the requirements of clause (iii).
The restrictions and limitations described or referred to
above, which are designed to protect the relative positions of
the holders of outstanding senior securities of the Company, can
operate in such manner as to limit substantially the additional
amounts of senior securities which can be issued by the Company.
The Company believes that its ability to issue short and long-
term debt securities and preferred stock in the amounts required
to finance its operations and construction program may depend
upon the timely approval of future rate increase applications.
If the Company is unable to continue the issue and sale of
securities on an orderly basis, the Company will be required to
consider the obtaining of additional amounts of common equity,
the use of possibly more costly alternative financing
arrangements, if available, or the curtailment of its
construction program and other outlays.
Maintenance and Replacement Provisions
Section 40 of the Mortgage provides (A) in Part I thereof
for the annual deposit by the Company with the Trustee on or
before April 30 of an amount in cash or principal amount of Bonds
of any series equal to the amount by which a defined percentage
(currently 15%) of the base operating revenues, as defined in
Section 40, less the cost of purchased power during the preceding
calendar year exceeds the aggregate amounts expended during such
period by the Company for repairs and maintenance and for
property substituted for property retired since August 31, 1940
(see "Description of Debt Securities--Modification of the
Mortgage" below); and (B) in Part II thereof for the annual
deposit (which the Mortgage requires to be made so long as any of
the Bonds of any series issued prior to December 31, 1992 are
outstanding and which, except as disclosed in a Prospectus
Supplement, the new Supplemental Indenture will not require to be
made so long as any of the Debt Securities are outstanding) by
the Company with the Trustee on or before April 30 of an amount
in cash or principal amount of Bonds of any series equal to the
excess of the product of a specified percentage (currently 2.25%
but subject to change as provided in the Mortgage (see
"Description of Debt Securities--Modification of the Mortgage"
below)) and the average of the Depreciable Property (as defined)
of the Company at the first and the last day of the preceding
calendar year over the sum of (i) the aggregate amount expended
during the preceding calendar year for property substituted for
retired property, (ii) the aggregate of the property additions
certified, and the cash and/or Bonds deposited pursuant to the
requirements of Part I of Section 40 with respect to such year,
and (iii) any credit applicable to prior years. The Company may
under this covenant certify to the Trustee, in lieu of depositing
cash or Bonds, property additions which are not then funded
property (which thereupon become funded property) at cost or fair
value, whichever is less.
Release and Substitution of Property
The Mortgage permits property to be released from the lien
of the Mortgage upon compliance with the provisions thereof.
Such provisions require that, in certain specified cases, cash be
deposited with the Trustee in an amount equal to the excess of
the fair value of the property to be released over the aggregate
of certain computations required by the Mortgage. (See Sections
65 and 69 of the Mortgage.) The Mortgage also contains certain
requirements relating to the withdrawal of release moneys. (See
Section 67 of the Mortgage.)
Modification of the Mortgage
Article XX of the Mortgage provides for modifying or
altering the Mortgage with the consent of the Company and by vote
of the holders of 75% in principal amount of the outstanding
Bonds which are affected by the proposed modification or
alteration. No modification or alteration, without the consent
of the holder of a Bond, may modify the terms of payment of the
principal amount of or interest on such Bond or create an equal
or prior lien or deprive such holder of a lien on the mortgaged
property or reduce the above percentage.
The Supplemental Indenture dated as of May 1, 1979 amended
Article XX to provide that the Mortgage may at a future date be
amended (i) to delete the requirement for annual deposits
pursuant to Part I of Section 40 of the Mortgage as described
under "Description of Debt Securities--Maintenance and
Replacement Provisions" and/or (ii) to delete the 15% limit on
Bonds issued on the basis of property additions subject to prior
liens as described under "Description of Debt Securities--
Issuance of Additional Bonds", upon compliance with the
provisions of the Mortgage but without the favorable vote or
consent of the holder of any new Bond or any other Bond issued
after April 30, 1979 or including any such new Bond or other such
Bond in determining whether a quorum exists or a specified
percentage of holders of Bonds participated in action on any such
amendment. The Company, in its application to the SEC with
respect to the issuance of $70,000,000 principal amount of First
Mortgage Bonds, 11% Series due 1987, proposed, and the SEC
approved, a change in the specified percentage in Part II of
Section 40 of the Mortgage (see "Description of Debt Securities--
Maintenance and Replacement Provisions") from 2.25% to 2.90%,
such change to become effective on the date the Mortgage is
amended as contemplated in clause (i) above and to continue at
2.90% until another change in such percentage shall be authorized
or approved upon application by the Company to the SEC.
Restriction on Common Stock Dividends
Various restrictions on the use of retained earnings for
cash dividends on Common Stock and other purposes are contained
in or result from other covenants in the Mortgage and in its
debenture agreement, charter provisions and orders of regulatory
authorities. At June 30, 1993, the Company's consolidated
retained earnings amounted to $227,989,000, of which
approximately $37,900,000 were so restricted. Unless otherwise
specified in a Prospectus Supplement, there will be no additional
restrictions on common stock dividends.
Concerning the Trustee
AEP System companies, including the Company, utilize many of
the banking services offered by Bankers Trust Company in the
normal course of their businesses. Among such services are the
making of short-term loans and in certain cases term loans,
generally at rates related to the prime commercial interest rate,
and acting as a depositary.
The Trustee may, and upon written request of the holders of
a majority in principal amount of the Bonds shall, declare the
principal due upon occurrence of a completed default, but the
holders of a majority in principal amount of the Bonds may annul
such declaration if the default has been cured. (See Section 71
of the Mortgage.) The holders of a majority in principal amount
of the Bonds may direct the time, method and place of conducting
any proceeding for the enforcement of the Mortgage. (See Section
76 of the Mortgage.) No Bondholder has the right to institute
any proceeding for the enforcement of the Mortgage unless such
holder shall have given the Trustee written notice of a completed
default, the holders of 25% in principal amount of the Bonds
shall have offered to the Trustee indemnity against costs,
expenses and liabilities, requested the Trustee to take action
and given the Trustee reasonable opportunity to take such action.
The foregoing does not affect or impair the right of a holder of
a Bond to enforce the payment of the principal of and interest on
such Bond on the respective due dates. (See Section 86 of the
Mortgage.) The Trustee is entitled to be indemnified before
taking action to enforce the lien at the request of such
Bondholders. (See Section 75 of the Mortgage.)
Defaults
By Section 71 of the Mortgage, the following are defined as
"completed defaults": default in the payment of principal;
default for 60 days in the payment of interest; default in
payment of principal or interest on outstanding prior lien bonds
in certain cases; certain events of bankruptcy, insolvency or
reorganization; and default for 60 days after notice in the
performance of any other covenant. By Section 59 of the
Mortgage, a failure to provide money for the redemption of Bonds
called for redemption also constitutes a completed default. The
Company is required to furnish annually to the Trustee a
certificate as to compliance with all conditions and covenants
under the Mortgage.
LEGAL OPINIONS
Opinions with respect to the legality of the Debt Securities
will be rendered by Simpson Thacher & Bartlett (a partnership
which includes professional corporations), 425 Lexington Avenue,
New York, New York, and 1 Riverside Plaza, Columbus, Ohio,
counsel for the Company, and by Winthrop, Stimson, Putnam &
Roberts, One Battery Park Plaza, New York, New York, counsel for
any underwriters, dealers or agents. Simpson Thacher & Bartlett
and Winthrop, Stimson, Putnam & Roberts will rely as to matters
of Virginia law, upon the opinion of Hunton & Williams, as to
matters of West Virginia law, upon the opinion of Kay, Casto,
Chaney, Love & Wise and as to matters of Tennessee law, upon the
opinion of Hunter, Smith & Davis, all counsel for the Company.
EXPERTS
The financial statements and related financial statement
schedules incorporated by reference or included in the Company's
most recent Annual Report on Form 10-K and incorporated by
reference in this Prospectus have been audited by Deloitte &
Touche, independent auditors, as stated in their reports
appearing in and incorporated by reference in such Annual Report
on Form 10-K, and have been so incorporated herein in reliance
upon such reports given upon the authority of that firm as
experts in accounting and auditing.
The legal conclusions in "Security" under the caption
"Description of Debt Securities", as to those matters governed by
the laws of the Commonwealth of Virginia have been reviewed by
Hunton & Williams, Richmond, Virginia; as to those matters
governed by the laws of the State of West Virginia by Kay, Casto,
Chaney, Love & Wise, Charleston, West Virginia; and as to those
matters governed by the laws of the State of Tennessee by Hunter,
Smith & Davis, Kingsport, Tennessee, all counsel for the Company.
All of said statements are made on the authority of said firms as
experts.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities in any of three
ways: (i) through underwriters or dealers; (ii) directly to a
limited number of purchasers or to a single purchaser; or (iii)
through agents. The Prospectus Supplement relating to a series
of the Debt Securities will set forth the terms of the offering
of the Debt Securities, including the name or names of any
underwriters, dealers or agents, the purchase price of such Debt
Securities and the proceeds to the Company from such sale, any
underwriting discounts and other items constituting underwriters'
or agents' compensation, any initial public offering price and
any discounts or concessions allowed or reallowed or paid to
dealers. Any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers may be
changed from time to time.
If underwriters are used in the sale, the Debt Securities
will be acquired by the underwriters for their own account and
may be resold from time to time in one or more transactions,
including negotiated transactions, at a fixed public offering
price or at varying prices determined at the time of the sale.
The underwriters with respect to a particular underwritten
offering of Debt Securities will be named in the Prospectus
Supplement relating to such offering and, if an underwriting
syndicate is used, the managing underwriters will be set forth on
the cover page of such Prospectus Supplement. Unless otherwise
set forth in the Prospectus Supplement, the obligations of the
underwriters to purchase the Debt Securities will be subject to
certain conditions precedent, and the underwriters will be
obligated to purchase all such Debt Securities if any are
purchased.
Debt Securities may be sold directly by the Company or
through agents designated by the Company from time to time. The
Prospectus Supplement will set forth the name of any agent
involved in the offer or sale of the Debt Securities in respect
of which the Prospectus Supplement is delivered as well as any
commissions payable by the Company to such agent. Unless
otherwise indicated in the Prospectus Supplement, any such agent
will be acting on a reasonable best efforts basis for the period
of its appointment.
If so indicated in the Prospectus Supplement, the Company
will authorize agents, underwriters or dealers to solicit offers
by certain specified institutions to purchase Debt Securities
from the Company at the public offering price set forth in the
Prospectus Supplement pursuant to delayed delivery contracts
providing for payment and delivery on a specified date in the
future. Such contracts will be subject to those conditions set
forth in the Prospectus Supplement, and the Prospectus Supplement
will set forth the commission payable for solicitation of such
contracts.
Subject to certain conditions, the Company may agree to
indemnify any underwriters, dealers, agents or purchasers and
their controlling persons against certain civil liabilities,
including certain liabilities under the Securities Act of 1933.
