<PAGE> Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Appalachian Power Company
(Exact name of registrant as specified in its charter)
Virginia 54-0124790
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
40 Franklin Road
Roanoke, Virginia 24011
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 703-985-2300
G. P. MALONEY, Executive Vice President
AMERICAN ELECTRIC POWER SERVICE CORPORATION
1 Riverside Plaza
Columbus, Ohio 43215
614-223-1000
(Name, address, including zip code,
and telephone number, including area code, of agent for service)
It is respectfully requested that the Commission send copies
of all notices, orders and communications to:
Simpson Thacher & Bartlett Winthrop, Stimson, Putnam & Roberts
425 Lexington Avenue One Battery Park Plaza
New York, N.Y. 10017-3909 New York, N.Y. 10004-1490
Attention: James M. Cotter Attention: Donald L. Medlock
212-455-2000 212-858-1000
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of the
Registration Statement.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. [ ]
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Title of Proposed
Each Class Maximum Proposed
of Offering Maximum
Securities Amount Price Aggregate Amount of
to be to be Per Offering Registration
Registered Registered Unit** Price** Fee
Cumulative
Preferred
Stock,
without par
value* 300,000* $100 $30,000,000 $10,345
*The Company may issue an equivalent dollar amount of shares of
Cumulative Preferred Stock with an involuntary liquidation amount
of $25 per share, as an alternative to issuing some or all of the
Cumulative Preferred Stock with an involuntary liquidation amount
of $100 per share. In any event the total involuntary
liquidation amount of shares to be issued pursuant to this
Registration State-ment will not exceed $30,000,000.
**Estimated solely for purpose of calculating the registration
fee.
The registrant hereby amends this registration statement on
such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment which
specifically states that this registration statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, or until the registration statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR
AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE
ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY
SALE OF THESE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
SUBJECT TO COMPLETION, DATED MAY 25, 1994
300,000 SHARES
APPALACHIAN POWER COMPANY
______% CUMULATIVE PREFERRED STOCK
(WITHOUT PAR VALUE)
The ______% Cumulative Preferred Stock, without par value,
of Appalachian Power Company offered hereby is not redeemable by
the Company except through operation of the sinking fund
provisions herein described. The new Preferred Stock is subject
to a mandatory cumulative sinking fund requiring the Company to
redeem 60,000 shares at $100 per share plus accrued and unpaid
dividends to the date of redemption on August 1 of each year
commencing with the year 2000. The Company has the non-
cumulative option to redeem up to 60,000 additional shares on
each such date at the same price. See "Description of the New
Preferred Stock -- Sinking Fund" herein.
The annual dividend rate for the new Preferred Stock shall
be ______% per share, per annum, which dividend shall be
calculated, per share, at such percentage multiplied by $100,
payable quarterly on the first days of February, May, August and
November in each year with respect to the quarterly period ending
on the day preceding each such respective payment date, and the
date from which dividends shall be cumulative on all new
Preferred Stock shall be the date of original issuance of the new
Preferred Stock. The initial quarterly dividend on the new
Preferred Stock (covering the period from the date of original
issuance to and including July 31, 1994) will be paid on August
1, 1994 to the persons in whose names the new Preferred Stock is
registered on such day as is fixed by the Board of Directors.
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.
Price to Underwriting Proceeds to
Public(1) Commission(2) Company(3)
Per Share . . . $ $ $
Total . . . . . $ $ $
(1) Plus accrued dividends, if any, from the date of original
issue.
(2) The Company has agreed to indemnify the Underwriters against
certain liabilities, including certain liabilities under the
Securities Act of 1933. See "Underwriting" herein.
(3) Before deduction of expenses payable by the Company estimated
at $185,845.
The new Preferred Stock is offered severally by the
Underwriters, subject to prior sale, when, as and if issued to
and accepted by them, subject to approval of certain legal
matters by counsel for the Underwriters and certain other
conditions. The Underwriters reserve the right to withdraw,
cancel or modify such offer and to reject any order in whole or
in part. It is expected that delivery of the shares of new
Preferred Stock will be made in New York, New York, on or about
__________, 1994.
MERRILL LYNCH & CO. GOLDMAN, SACHS & CO.
The date of this Prospectus is __________, 1994.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-
ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE
MARKET PRICE OF THE NEW PREFERRED STOCK OFFERED HEREBY AT A LEVEL
ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH TRANSACTIONS MAY BE EFFECTED IN THE OPEN MARKET OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED
AT ANY TIME.
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, and, if given or made, such information or
representation must not be relied upon as having been authorized
by Appalachian Power Company (the "Company") or any underwriter,
agent or dealer. This Prospectus does not constitute 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 nor any
sale made hereunder shall create, under any circumstances, any
implication that there has been no change in the affairs of the
Company since the date hereof.
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. and on the Philadelphia Stock Exchange,
where reports, information statements and other information
concerning the Company can 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, 1993; and
-- The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1994.
All documents subsequently filed by the Company pursuant to
Sections 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.
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 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, upon 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 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
838,000 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 AEP 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 sale of
the new Preferred Stock to fund its construction program, to
repay short-term indebtedness incurred to fund its construction
program or for other corporate purposes permitted by law. The
Company has estimated that its consolidated construction costs
(inclusive of allowance for funds used during construction)
during 1994 will be approximately $219,700,000. At April 29,
1994, the Company had approximately $60,725,000 of short-term
unsecured indebtedness outstanding.
RATIO OF EARNINGS TO FIXED CHARGES AND
PREFERRED STOCK DIVIDEND REQUIREMENTS COMBINED
Below is set forth the ratio of earnings to fixed charges
and preferred stock dividend requirements combined for each of
the years in the period 1989 through 1993 and for the twelve
months ended March 31, 1994.
12-Month
Period Ended Ratio
December 31, 1989 2.80
December 31, 1990 2.16
December 31, 1991 2.42
December 31, 1992 2.16
December 31, 1993 2.20
March 31, 1994 2.12
DESCRIPTION OF THE NEW PREFERRED STOCK
The ______% Cumulative Preferred Stock, without par value
(the "new Preferred Stock") will be issued as a new series of the
Cumulative Preferred Stock, without par value, of the Company
under the Restated Articles of Incorporation of the Company, as
amended (the "Amended Articles"). A copy of the proposed
Articles of Amendment with respect to the new Preferred Stock is
filed as an exhibit to the Registration Statement. References to
paragraphs are to numbered paragraphs of Article V of such
Amended Articles. The statements herein concerning the
Cumulative Preferred Stock (including the new Preferred Stock),
the Amended Articles, and the Articles of Amendment with respect
to the new Preferred Stock are merely an outline and do not
purport to be complete. They are qualified in their entirety by
express reference to the cited provisions and do not relate or
give effect to the provisions of statutory or common law.
The shares of the new Preferred Stock, when duly issued and
paid for, will be fully paid and nonassessable.
The Transfer Agent and Registrar for the new Preferred Stock
will be First Chicago Trust Company of New York, 14 Wall Street,
New York, New York 10005.
Dividend Rights and Restrictions
The holders of the new Preferred Stock are entitled to
receive cumulative preferential dividends, when and as declared
by the Board of Directors, out of funds legally available for the
payment of dividends, at the annual dividend rate set forth on
the cover page of this Prospectus, payable quarterly on February
1, May 1, August 1 and November 1 to stockholders of record on
such dates, not more than 50 and not less than 10 days preceding
such payment dates, as may be fixed by the Board of Directors.
(See Paragraph (2).) Dividends on the new Preferred Stock will
accrue from the date of original issue of the new Preferred
Stock, and the initial quarterly dividend payment date will be
August 1, 1994.
No dividends may be declared on any series of the Cumulative
Preferred Stock in respect of any quarter-yearly dividend period
unless proportionate dividends are likewise declared on all
shares of all other series of the Cumulative Preferred Stock to
the extent that such shares are entitled to receive dividends for
such quarter-yearly dividend period. Unless dividends (but not
sinking fund payments) on all outstanding shares of Cumulative
Preferred Stock have been paid for all past quarter-yearly
dividend periods, the Company may not declare or pay any
dividend, or make any distribution on, or purchase or otherwise
acquire, any shares of Common Stock. (See Paragraph (2).) If
dividends payable on the Cumulative Preferred Stock are in
default, no shares of Cumulative Preferred Stock may be purchased
or acquired by the Company (except by redemption of all
outstanding shares of Cumulative Preferred Stock) unless such
purchase or acquisition has been approved by the SEC or by a
successor regulatory authority. (See Paragraph (3).) So long as
any shares of Cumulative Preferred Stock are outstanding the
Company may not declare or pay any dividend on the Common Stock
if such dividend together with all other dividends on Common
Stock paid within the year ending on the date such dividend is
payable will exceed (a) 50% of the net income available for
dividends on Common Stock of the Company for the 12 full calendar
months immediately preceding the calendar month in which such
dividend is declared, if Common Stock Equity, as defined, is or
would become less than 20% of total capitalization, as defined,
or (b) 75% of said net income if Common Stock Equity is or would
become less than 25% but not less than 20% of total
capitalization. (See Paragraph (5).)
Various restrictions on the use of retained earnings for
cash dividends on Common Stock, and other purposes are contained
in or result from covenants in the Company's Mortgage and Deed of
Trust, dated as of December 1, 1940, as heretofore amended and
supplemented, relating to outstanding series of the Company's
first mortgage bonds, under which Bankers Trust Company, New
York, New York, is acting as Trustee (the "Mortgage"), its
debenture agreement, charter provisions and orders of regulatory
authorities. At March 31, 1994, the Company's consolidated
retained earnings amounted to $229,721,000, of which
approximately $37,000,000 were so restricted.
Redemption of the New Preferred Stock
The shares of the new Preferred Stock are not redeemable
except through the sinking fund. (See "Sinking Fund" herein.)
Sinking Fund
The new Preferred Stock is entitled to a cumulative sinking
fund requiring the Company, to the extent not prohibited by law,
to redeem 60,000 shares of the new Preferred Stock at $100 per
share plus accrued and unpaid dividends to the date of such
redemption on August 1 of each year commencing with the year
2000.
The Company has the non-cumulative option to redeem on any
sinking fund date, at a redemption price of $100 per share plus
accrued and unpaid dividends to the date of redemption, up to an
additional 60,000 shares of the new Preferred Stock, but no
redemption made pursuant to such option shall be deemed to
fulfill any sinking fund requirement. The Company is entitled,
at its election, to credit against any sinking fund requirement
due on any sinking fund date, shares of the new Preferred Stock
theretofore purchased or otherwise acquired by the Company (other
than pursuant to such option) and not previously credited against
any sinking fund requirement.
There is no restriction on the repurchase or redemption of
shares of Cumulative Preferred Stock of any series, including the
new Preferred Stock, by the Company while there is any arrearage
in sinking fund installments with respect to the new Preferred
Stock.
Voting Rights
Holders of the Cumulative Preferred Stock issued prior to
June 1, 1977 have one vote for each share of such stock, and
holders of the Common Stock have one vote for each share of such
stock, for the election of directors and upon all other matters;
except that if and when dividends payable on the Cumulative
Preferred Stock shall be in default in an amount equivalent to
four full quarter-yearly dividends on all shares of all series of
the Cumulative Preferred Stock then outstanding, and until all
dividends in default shall have been paid, the holders of all
shares of the Cumulative Preferred Stock, voting separately as
one class, shall be entitled to elect the smallest number of
directors necessary to constitute a majority of the Board of
Directors, and the holders of the Common Stock voting separately
as a class, shall be entitled to elect the remaining directors.
On any matter on which the holders of any series of the
Cumulative Preferred Stock shall be entitled to vote, each share
shall entitle the holder thereof to a vote equal to the fraction
of which the involuntary liquidation amount fixed for such share
is the numerator and $100 is the denominator. The special voting
rights of holders of the Cumulative Preferred Stock cease upon
payment of all dividends then in default. (See Paragraph (9).)
The favorable vote of holders of more than two-thirds of the
total voting power of the Cumulative Preferred Stock then
outstanding is required (a) to increase the total authorized
amount of the Cumulative Preferred Stock (see Paragraph
(7)(A)(a)), (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 (see Paragraph
(7)(A)(b)), or (c) to amend, alter, change or repeal any of the
express terms of the Cumulative Preferred Stock or of any
outstanding series thereof in a manner prejudicial to the holders
thereof (see Paragraph (7)(A)(c)). Stock or securities
authorized under Paragraph (7)(A)(b) can only be issued under
such authorization within twelve months after the date of such
authorization. Under Paragraph (7)(A)(c), 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 Paragraph (7)(B)):
(a) merge or consolidate with or into any other
corporation or corporations, or sell or otherwise dispose of
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 on 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; or
(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 the above clause (c)(iii).
Liquidation Rights
On any liquidation, dissolution or winding up of the
Company, after payment of the creditors of the Company, the
holders of the new Preferred Stock have a right to receive $100
per share plus accrued and unpaid dividends, or, if the Company's
assets are insufficient, to share ratably with all other series
of the Cumulative Preferred Stock in proportion to the full
preferential amounts to which they are respectively entitled,
prior to any distribution to the holders of the Common Stock.
(See Paragraphs (4) and (6).)
Pre-emptive and Conversion Rights
Holders of the Cumulative Preferred Stock have no pre-
emptive right to acquire unissued shares of the Company, no right
to acquire any securities convertible into or exchangeable for
such shares and no right to acquire any options, warrants or
rights to purchase such shares; nor shall the holders of the new
Preferred Stock have any rights to convert the same into and/or
purchase stock of any other series or class or any other
securities. (See Paragraph (8).)
UNDERWRITING
Subject to the terms and conditions set forth in the
Underwriting Agreement, the Company has agreed to sell to each of
the Underwriters named below (the "Underwriters"), and each of
the Underwriters has severally agreed to purchase the number of
shares of the new Preferred Stock set forth opposite its name
below:
Number of Shares
of the new
Underwriters Preferred Stock
Merrill Lynch, Pierce, Fenner & Smith
Incorporated .......................
Goldman, Sachs & Co.............................
Total 300,000
Under the terms and conditions of the Underwriting
Agreement, the Underwriters are committed to take and pay for all
of the shares of the new Preferred Stock, if any are taken.
The Company has been advised by the Underwriters that the
Underwriters propose initially to offer the shares to the public
at the price to public set forth on the cover page of this
Prospectus, and to certain dealers at such price less a
concession not in excess of $______ per share. The Underwriters
may allow, and such dealers may reallow, a discount not in excess
of $______ per share to certain other dealers. After the initial
public offering, the price to public, concession and discount may
from time to time be changed by the Underwriters.
The new Preferred Stock will not have an established trading
market when issued. The new Preferred Stock will not be listed
on any securities exchange. The Company has been advised by the
Underwriters that they intend to make a market in the new
Preferred Stock, but the Underwriters are not obligated to do so
and may discontinue any market-making at any time without notice.
There can be no assurance as to the liquidity of the trading
market for the new Preferred Stock.
The Underwriters, and certain affiliates thereof, engage in
transactions with and perform services for the Company and its
affiliates in the ordinary course of business.
The Company has agreed to indemnify the Underwriters against
certain liabilities, including certain liabilities under the
Securities Act of 1933.
LEGAL OPINIONS
Opinions with respect to the legality of the new Preferred
Stock 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 the Underwriters.
EXPERTS
The financial statements and related financial statement
schedules incorporated in this Prospectus by reference from the
Company's Annual Report on Form 10-K have been audited by
Deloitte & Touche, independent auditors, as stated in their
reports, which are incorporated herein by reference, and have
been so incorporated in reliance upon the reports of such firm
given upon their authority as experts in accounting and auditing.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS.
Item 14. Other Expenses of Issuance and Distribution.*
Estimation based upon the issuance of all of the new
Preferred Stock in one issuance:
Securities and Exchange Commission
Filing Fees $ 10,345
State Filing and Recordation fees and
expenses 1,000
Printing Registration Statement,
Prospectus, etc. 25,000
Printing and Engraving Stock Certificates 10,000
Independent Auditors' fees 15,000
Charges of Transfer Agent and Registrar 3,500
Legal fees 71,000
Rating Agency fees 30,000
Miscellaneous expenses $ 20,000
Total $185,845
* Estimated, except for filing fees.
Item 15. Indemnification of Directors and Officers.
The Bylaws of the Company provide that the Company shall
indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative, or
investigative and whether formal or informal because such person
is or was a director, officer or employee of the Company or is or
was serving at the request of the Company as a director, officer,
partner, trustee, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise, against any obligations to pay judgments,
settlements, penalties, fines (including any excise tax) or
reasonable expenses (including attorneys' fees) incurred by such
person in connection with such action, suit or proceeding if (a)
such person conducted him or herself in good faith, (b) such
person believed in the case of conduct in such person's official
capacity with the Company (as defined) that his or her conduct
was in the best interests of the Company, and, in all other
cases, that his or her conduct was at least not opposed to its
best interests, (c) with respect to any criminal action or
proceeding, such person had no reasonable cause to believe his or
her conduct was unlawful and (d) such person was not grossly
negligent or guilty of willful misconduct. Such indemnification
in connection with a proceeding by or in the right of the Company
is limited to reasonable expenses incurred in connection with the
proceeding. Any such indemnification (unless ordered by a court)
shall be made by the Company only as authorized in the specific
case upon a determination that indemnification of the director is
proper in the circumstances because such person has met the
applicable standard of conduct.
Section 13.1-698 of the Code of Virginia provides that
unless limited by the articles of incorporation, a corporation
shall indemnify a director who entirely prevails in the defense
of any action, suit or proceeding to which such person was a
party because such person is or was a director of the corporation
against reasonable expenses incurred in connection with such
action, suit or proceeding. Section 13.1-699 provides that a
corporation may pay for or reimburse reasonable expenses incurred
by a director who is a party to such a proceeding in advance of
final disposition of such proceeding if (a) the director
furnishes a written statement of his or her good faith belief
that the standard of conduct described in the paragraph above has
been met; (b) the director furnishes the corporation a written
undertaking by or on behalf of the director to repay the advance
if it is ultimately determined that such person did not meet the
standard of conduct; and (c) a determination is made that the
facts then known to those making the determination would not
preclude indemnification. Section 13.1-700.1 provides procedures
which allow directors to apply to a court for indemnification.
Section 13.1-702 provides that unless limited by the
articles of incorporation, (a) officers are entitled to mandatory
indemnifi-cation under Section 13.1-698 and to apply for court
ordered indemnification under Section 13.1-700.1 to the same
extent as a director, and (b) that a corporation may indemnify
and advance expenses to an officer, employee or agent to the same
extent as to a director. Section 13.1-704 provides that any
corporation shall have the power to make any further indemnity to
any director, officer, employee or agent that may be authorized
by the articles of incorporation or any bylaw made by the
stockholders or any resolution adopted, before or after the
event, by the stockholders, except an indemnity against willful
misconduct or a knowing violation of criminal law.
The above is a general summary of certain provisions of the
Company's Bylaws and the Code of Virginia and is subject in all
cases to the specific and detailed provisions of the Company's
Bylaws and the Code of Virginia.
Reference is made to the Underwriting Agreement filed as
Exhibit 1 hereto, which provides for indemnification of the
Company, certain of its directors and officers, and persons who
control the Company, under certain circumstances.
The Company maintains insurance policies insuring its
directors and officers against certain obligations that may be
incurred by them.
Item 16. Exhibits.
Reference is made to the information contained in the
Exhibit Index filed as a part of this Registration Statement.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) That, for purposes of determining any liability
under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating
to the new Preferred Stock, and the offering thereof at that
time shall be deemed to be the initial bona fide offering
thereof.
(2) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
registrant pursuant to the laws of the Commonwealth of
Virginia, the registrant's Bylaws, or otherwise, the
registrant has been advised that in the opinion of the SEC
such indemnification is against public policy as expressed
in said Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the new
Preferred Stock, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against
public policy as expressed in said Act and will be governed
by the final adjudication of such issue.
(3) For purposes of determining any liability under
the Securities Act of 1933, the information omitted from the
form of prospectus filed as part of this registration
statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be
deemed to be part of this registration statement as of the
time it was declared effective.
(4) For the purpose of determining any liability under
the Securities Act of 1933, each post-effective amendment
that contains a form of prospectus shall be deemed to be a
new registration statement relating to the securities
offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Columbus and State of Ohio, on the 25th day of May,
1994.
APPALACHIAN POWER COMPANY
By: E. Linn Draper, Jr.*
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
(i) Principal Executive
Officer Chairman of the Board
and Chief Executive
E. Linn Draper, Jr.* Officer May 25, 1994
(ii) Principal Financial
Officer:
G. P. Maloney Vice President May 25, 1994
(iii) Principal Accounting
Officer:
P. J. DeMaria* Treasurer May 25, 1994
(iv) A Majority of the
Directors:
P. J. DeMaria*
A. Joseph Dowd*
E. Linn Draper, Jr.*
Luke M. Feck*
Wm. J. Lhota*
G. P. Maloney
James J. Markowsky*
J. H. Vipperman* May 25, 1994
*By_/s/ G. P. Maloney___________
(G. P. Maloney, Attorney-in-Fact)
EXHIBIT INDEX
Certain of the following exhibits, designated with an
asterisk (*), are filed herewith. The exhibits not so designated
have heretofore been filed with the Commission and, pursuant to
17 C.F.R. Sec. 201.24 and Sec. 230.411, are incorporated herein
by reference to the documents indicated following the descriptions
of such exhibits.
Exhibit No. Description
*1 -- Copy of proposed form of Underwriting Agreement
for the new Preferred Stock.
4(a) -- Copy of Restated Articles of Incorporation, as
amended through March 25, 1992, of the Company
[Registration Statement No. 33-50163, Exhibit
4(a)].
*4(b) -- Copy of Articles of Amendment to the Restated
Articles of Incorporation of the Company dated
October 13, 1993 containing the designation,
description and terms of the 5.92% Cumulative
Preferred Stock, without par value.
*4(c) -- Copy of Articles of Amendment to the Restated
Articles of Incorporation of the Company dated
November 4, 1993 containing the designation,
description and terms of the 5.90% Cumulative
Preferred Stock, without par value.
*4(d) -- Copy of proposed form of Articles of Amendment
determining terms of new Preferred Stock.
*5 -- Opinion of Simpson Thacher & Bartlett with respect
to the legality of the new Preferred Stock.
*12 -- Statement re Computation of Ratios.
*23(a) -- Consent of Deloitte & Touche, dated May 25, 1994.
23(b) -- Consent of Simpson Thacher & Bartlett (included in
Exhibit 5 filed herewith).
*24 -- Powers of Attorney and resolutions of the Board of
Directors of the Company.
<PAGE> Exhibit 1
APPALACHIAN POWER COMPANY
Underwriting Agreement
Dated _______________, 1994
AGREEMENT made among APPALACHIAN POWER COMPANY, a corpo-
ration organized and existing under the laws of the Commonwealth
of Virginia (the Company), and the several persons, firms and
corporations (the Underwriters) named in Exhibit 1 hereto.
WITNESSETH:
WHEREAS, the Company proposes to issue and sell 300,000
shares of its _____% Cumulative Preferred Stock, without par
value (the Stock); and
WHEREAS, the Underwriters have designated the person signing
this Agreement (the Representative) to execute this Agreement on
behalf of the respective Underwriters and to act for the
respective Underwriters in the manner provided in this Agreement;
and
WHEREAS, the Company has prepared and filed, in accordance
with the provisions of the Securities Act of 1933 (the Act), with
the Securities and Exchange Commission (the Commission), a
registration statement and prospectus relating to the Stock and
such registration statement has become effective; and
WHEREAS, such registration statement, as it may have been
amended through the time the same first became effective (the
Effective Date), including the financial statements, the
documents incorporated or deemed incorporated therein by
reference, the exhibits thereto and the information deemed to be
part thereof pursuant to Rule 430A(b) of the Commission's General
Rules and Regulations under the Act (the "Rules"), being herein
called the Registration Statement, the prospectus included in the
Registration Statement when the same became effective that omits
the information, if any, deemed to be a part thereof pursuant to
Rule 430A(b) of the Rules, being herein called the Preliminary
Prospectus and the prospectus, including the price and terms of
the offering, the dividend rate and certain information relating
to the Underwriters of the Stock first filed with the Commission,
in accordance with Rule 430A and pursuant to Rule 424(b) of the
Rules, including all documents then incorporated or deemed to
have been incorporated therein by reference being herein called
the Prospectus.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein contained, it is agreed between the
parties as follows:
1. Purchase and Sale: Upon the basis of the warranties
and representations and on the terms and subject to the
conditions herein set forth, the Company agrees to sell to the
respective Underwriters named in Exhibit 1 hereto, severally and
not jointly, and the respective Underwriters, severally and not
jointly, agree to purchase from the Company, at the price of $100
per share, the respective numbers of shares of Stock set opposite
their names in Exhibit 1 hereto, together aggregating all of the
Stock, which the Underwriters agree will be offered to the public
at an initial public offering price equal to $____ per share.
The Company agrees to pay to the Representative for the
respective accounts of the Underwriters named in Exhibit 1 hereto
$_____ per share as compensation.
2. Payment and Delivery: Payment for the Stock shall be
made to the Company or its order by certified or bank check or
checks, payable in New York Clearing House funds, at the office
of Simpson Thacher & Bartlett, 425 Lexington Avenue, New York,
New York 10017-3909, or at such other place as the Company and
the Representative shall mutually agree in writing, upon the
delivery of the Stock to the Representative for the respective
accounts of the Underwriters against receipt therefor signed by
the Representative on behalf of itself and for the other
Underwriters. The Company contemporaneously will pay to the
Representative for the accounts of the respective Underwriters
against receipt therefor the aggregate compensation of the
Underwriters by certified or bank check or checks payable in New
York Clearing House funds at said office. Such payments and
delivery shall be made at 10:00 A.M., New York Time, on
______________, 1994 (or on such later business day, not more
than five business days subsequent to such day, as may be
designated by the Company), unless postponed in accordance with
the provisions of Section 7 hereof. The time at which payment
and delivery are to be made is herein called the Time of
Purchase.
Delivery of the certificates for the Stock shall be made in
definitive form registered in such names and denominations as the
Representative may request in writing to the Company not later
than three full business days prior to the Time of Purchase, or
if no such request is received, in the respective names of the
Underwriters for the respective amounts of Stock opposite their
names in Exhibit 1 in denominations selected by the Company. If
the Representative shall request that any certificates be issued
in a name other than that of the Underwriter agreeing to purchase
the shares represented thereby, such Underwriter shall pay any
transfer taxes resulting from such issuance.
The Company agrees to make such certificates available for
inspection by the Representative at the office of First Chicago
Trust Company of New York, 525 Washington Street, Jersey City,
New Jersey, at least 20 hours prior to the Time of Purchase.
3. Conditions of Underwriters' Obligations: The several
obligations of the Underwriters hereunder are subject to the
accuracy in all material respects of the warranties and
representations on the part of the Company and to the following
other conditions:
(a) That all legal proceedings to be taken and all
legal opinions to be rendered in connection with
the issue and sale of the Stock shall be
satisfactory in form and substance to Winthrop,
Stimson, Putnam & Roberts, counsel to the Under-
writers.
(b) That, at the Time of Purchase, the Representative
shall be furnished with the following opinions,
dated the day of the Time of Purchase, with
conformed copies or signed counterparts thereof
for each of the other Underwriters, with such
changes therein as may be agreed upon by the
Company and the Representative with the approval
of Winthrop, Stimson, Putnam & Roberts, counsel to
the Underwriters:
(1) Opinion of Simpson Thacher & Bartlett, of New
York, New York, counsel to the Company,
substantially in the form heretofore made
available to the Underwriters;
(2) Opinion of Winthrop, Stimson, Putnam &
Roberts, of New York, New York, counsel to
the Underwriters, substantially in the form
heretofore made available to the
Underwriters.
(c) That the Representative shall have received a
letter from Deloitte & Touche in form and
substance satisfactory to the Representative,
dated as of the day of the Time of Purchase, (i)
confirming that they are independent public
accountants within the meaning of the Act and the
applicable published rules and regulations of the
Commission thereunder, (ii) stating that in their
opinion the financial statements audited by them
and included or incorporated by reference in the
Registration Statement complied as to form in all
material respects with the then applicable
accounting requirements of the Commission,
including the applicable published rules and
regulations of the Commission and (iii) covering
as of a date not more than five business days
prior to the day of the Time of Purchase such
other matters as the Representative reasonably
requests.
(d) That no amendment to the Registration Statement
and that no prospectus or prospectus supplement of
the Company (other than the Prospectus) and no
document which would be deemed incorporated in the
Prospectus by reference filed subsequent to the
date hereof and prior to the Time of Purchase
shall contain material information substantially
different from that contained in the Registration
Statement which is unsatisfactory in substance to
the Representative or unsatisfactory in form to
Winthrop, Stimson, Putnam & Roberts, counsel to
the Underwriters.
(e) That, at the Time of Purchase, appropriate orders
of the State Corporation Commission of Virginia
and the Tennessee Public Service Commission,
necessary to permit the sale of the Stock to the
Underwriters, shall be in effect; and that, prior
to the Time of Purchase, no stop order with
respect to the effectiveness of the Registration
Statement shall have been issued under the Act by
the Commission or proceedings therefor initiated.
(f) That, at the Time of Purchase, there shall have
been no change in the business, properties or
financial condition of the Company from that set
forth in the Prospectus (other than changes
referred to in or contemplated by the Prospectus),
except changes arising from transactions in the
ordinary course of business, none of which
individually has, or in the aggregate have, had a
material adverse effect on the business, proper-
ties or financial condition of the Company, and
that the Company shall, at the Time of Purchase,
have delivered to the Representative a
certificate, dated the day of the Time of
Purchase, of an executive officer of the Company
to the effect that, to the best of his knowledge,
information and belief, there has been no such
change.
(g) That the Company shall have performed such of its
obligations under this Agreement as are to be
performed at or before the Time of Purchase by the
terms hereof.
4. Certain Covenants of the Company: In further
consideration of the agreements of the Underwriters herein
contained, the Company covenants as follows:
(a) As soon as the Company is advised thereof, to
advise the Representative and confirm the advice
in writing of any request made by the Commission
for amendments to the Registration Statement,
Preliminary Prospectus or Prospectus or for
additional information with respect thereto or of
the entry of a stop order suspending the
effectiveness of the Registration Statement or of
the initiation or threat of any proceedings for
that purpose and, if such a stop order should be
entered by the Commission, to make every reason-
able effort to obtain the prompt lifting or
removal thereof.
(b) To deliver to the Underwriters, without charge, as
soon as practicable (and in any event within 24
hours after the date hereof), and from time to
time thereafter during such period of time (not
exceeding nine months) after the date hereof as
they are required by law to deliver a prospectus,
as many copies of the Prospectus (as supplemented
or amended if the Company shall have made any
supplements or amendments thereto) as the
Representative may reasonably request; and in case
any Underwriter is required to deliver a
prospectus after the expiration of nine months
after the date hereof, to furnish to any
Underwriter, upon request, at the expense of such
Underwriter, a reasonable quantity of a
supplemental prospectus or of supplements to the
Prospectus complying with Section 10(a)(3) of the
Act.
(c) To furnish to the Representative a copy, certified
by the Secretary or an Assistant Secretary of the
Company, of the Registration Statement as
initially filed with the Commission and of all
amendments thereto (exclusive of exhibits), and,
upon request, to furnish to the Representative
sufficient plain copies thereof (exclusive of
exhibits) for distribution of one to each of the
other Underwriters.
(d) For such period of time (not exceeding nine
months) after the date hereof as they are required
by law to deliver a prospectus, if any event shall
have occurred as a result of which it is necessary
to amend or supplement the Prospectus in order to
make the statements therein true or, in the light
of the circumstances when the Prospectus is
delivered to a purchaser, not misleading in any
material respect, forthwith to prepare and
furnish, at its own expense, to the Underwriters
and to dealers (whose names and addresses are fur-
nished to the Company by the Representative) to
whom shares of the Stock may have been sold by the
Representative for the accounts of the
Underwriters and, upon request, to any other
dealers making such request, copies of such
amendments to the Prospectus or supplements to the
Prospectus.
(e) As soon as practicable, the Company will make
generally available to its security holders and to
the Underwriters an earning statement of the
Company and its subsidiaries which will satisfy
the provisions of Section 11(a) of the Act.
(f) To use its best efforts to qualify the Stock for
offer and sale under the securities or "blue sky"
laws of such jurisdictions as the Representative
may designate within six months after the date
hereof and itself to pay, or to reimburse the
Underwriters and their counsel for, reasonable
filing fees and expenses in connection therewith
in an amount not exceeding $5,000 in the aggregate
(including filing fees and expenses paid and
incurred prior to the effective date hereof),
provided, however, that the Company shall not be
required to qualify as a foreign corporation or to
file a consent to service of process or to file
annual reports or to comply with any other
requirements deemed by the Company to be unduly
burdensome.
(g) To pay all expenses, fees and taxes (other than
transfer taxes on sales by the respective
Underwriters) in connection with the issuance and
delivery of the Stock, except that the Company
shall be required to pay the fees and
disbursements (other than disbursements referred
to in paragraph (f) of this Section 4) of
Winthrop, Stimson, Putnam & Roberts, counsel to
the Underwriters, only in the events provided in
paragraph (h) of this Section 4, the Underwriters
hereby agreeing to pay such fees and disbursements
in any other event.
(h) If the Underwriters shall not take up and pay for
the Stock due to the failure of the Company to
comply with any of the conditions specified in
Section 3 hereof, or, if this Agreement shall be
terminated in accordance with the provisions of
Section 7 or 8 hereof, to pay the fees and
disbursements of Winthrop, Stimson, Putnam &
Roberts, counsel to the Underwriters, and, if the
Underwriters shall not take up and pay for the
Stock due to the failure of the Company to comply
with any of the conditions specified in Section 3
hereof, to reimburse the Underwriters for their
reasonable out-of-pocket expenses, in an aggregate
amount not exceeding a total of $10,000, incurred
in connection with the financing contemplated by
this Agreement.
5. Warranties of and Indemnity by the Company:
(a) The Company warrants and represents to each of the
Underwriters that (i) the Registration Statement
on the Effective Date did, and the Prospectus when
first filed in accordance with Rule 424(b) and at
the Time of Purchase will, comply, or be deemed to
comply, in all material respects with the
applicable provisions of the Act and the published
rules and regulations of the Commission, (ii) the
Registration Statement on the Effective Date did
not contain any untrue statement of a material
fact or omit to state a material fact required to
be stated therein or necessary to make the
statements therein not misleading (other than
material omitted in reliance upon Rule 430A), and
(iii) the Prospectus when first filed in
accordance with Rule 424(b) and at the Time of
Purchase will not contain any untrue statement of
a material fact or omit to state a material fact
required to be stated therein or necessary in
order to make the statements therein, in the light
of the circumstances under which they were made,
not misleading, except that the Company makes no
warranty or representation to any Underwriter with
respect to any statements or omissions made
therein in reliance upon and in conformity with
information furnished in writing to the Company by
the Representative on behalf of any Underwriter
expressly for use therein.
(b) The Company agrees, to the extent permitted by
law, to indemnify and hold harmless each of the
Underwriters and each person, if any, who controls
any such Underwriter within the meaning of Section
15 of the Act, against any and all losses, claims,
damages or liabilities, joint or several, to which
they or any of them may become subject under the
Act or otherwise, and to reimburse the
Underwriters and such controlling person or
persons, if any, for any legal or other expenses
incurred by them in connection with defending any
action, insofar as such losses, claims, damages,
liabilities or actions arise out of or are based
upon any alleged untrue statement of a material
fact contained in the Registration Statement, in
the Preliminary Prospectus or in the Prospectus,
or if the Company shall furnish or cause to be
furnished to the Underwriters any amendments or
any supplements to the Prospectus, in the
Prospectus as so amended or supplemented (provided
that if such Prospectus or such Prospectus, as
amended or supplemented, is used after the period
of time referred to in Section 4(d) hereof, it
shall contain such amendments or supplements as
the Company deems necessary to comply with Section
10(a) of the Act), or arise out of or are based
upon any alleged omission to state therein a
material fact required to be stated therein or
necessary to make the statements therein, in the
light of the circumstances under which they were
made, not misleading, except insofar as such
losses, claims, damages, liabilities or actions
arise out of or are based upon any such alleged
untrue statement or omission which was made in the
Registration Statement, in the Preliminary
Prospectus, or in the Prospectus as so amended or
supplemented, in reliance upon and in conformity
with information furnished in writing to the
Company by the Representative on behalf of any
Underwriter expressly for use therein, and except
that this indemnity shall not inure to the benefit
of any Underwriter (or of any person controlling
such Underwriter) on account of any losses,
claims, damages, liabilities or actions arising
from the sale of shares of the Stock to any person
if a copy of the Prospectus or the Prospectus as
the same may then be supplemented or amended
(excluding, however, any document then
incorporated or deemed incorporated therein by
reference) was not sent or given by or on behalf
of such Underwriter to such person with or prior
to the written confirmation of the sale involved
and the alleged omission or alleged untrue
statement was corrected in the Prospectus or in
the Prospectus as supplemented or amended at the
time of such confirmation. Each Underwriter
agrees within ten days after the receipt by it of
notice of the commencement of any action in
respect to which indemnity from the Company on
account of its agreement contained in this Section
5(b) may be sought by it, or by any person
controlling it, to notify the Company in writing
of the commencement thereof, but the failure of
such Underwriter so to notify the Company of any
such action shall not release the Company from any
liability which it may have to such Underwriter or
to such controlling person otherwise than on
account of the indemnity agreement contained in
this Section 5(b). In case any such action shall
be brought against any Underwriter or any such
person controlling such Underwriter and such
Underwriter shall notify the Company of the
commencement thereof, as above provided, the
Company shall be entitled to participate in (and,
to the extent that it shall wish, including the
selection of counsel, to direct) the defense
thereof at its own expense. In case the Company
elects to direct such defense and select such
counsel (hereinafter, Company's counsel), any
Underwriter or any controlling person shall have
the right to employ its own counsel, but, in any
such case, the fees and expenses of such counsel
shall be at the expense of such Underwriter or
controlling person unless (i) the Company has
agreed in writing to pay such fees and expenses or
(ii) the named parties to any such action
(including any impleaded parties) include both any
Underwriter or any controlling person and the
Company, and any Underwriter or any controlling
person shall have been advised by its counsel that
a conflict of interest between the Company and any
Underwriter or any controlling person may arise
(and the Company's counsel shall have concurred
with such advice) and for this reason it is not
desirable for the Company's counsel to represent
both the indemnifying party and the indemnified
party (it being understood, however, that the
Company shall not, in connection with any one such
action or separate but substantially similar or
related actions in the same jurisdiction arising
out of the same general allegations or
circumstances, be liable for the reasonable fees
and expenses of more than one separate firm of
attorneys for any Underwriter or any controlling
person (plus any local counsel retained by any
Underwriter or any controlling person in their
reasonable judgment), which firm (or firms) shall
be designated in writing by any Underwriter or any
controlling person). The Company shall not be
liable in the event of any settlement of any such
action effected without its consent.
The Company's indemnity agreement contained in Section 5(b)
hereof, and its covenants, warranties and representations
contained in this Agreement, shall remain in full force and
effect regardless of any investigation made by or on behalf of
any person, and shall survive the delivery of and payment for the
Stock hereunder.
6. Warranties of and Indemnity by Underwriters:
(a) Each Underwriter warrants and represents that the
information furnished in writing to the Company
through the Representative for use in the
Registration Statement, in the Prospectus, in the
Preliminary Prospectus, or in the Prospectus, as
amended or supplemented, is correct as to such
Underwriter.
(b) Each Underwriter agrees, to the extent permitted
by law, to indemnify, hold harmless and reimburse
the Company, its directors and such of its
officers as shall have signed the Registration
Statement, and each person, if any, who controls
the Company within the meaning of Section 15 of
the Act, to the same extent and upon the same
terms as the indemnity agreement of the Company
set forth in Section 5(b) hereof, but only with
respect to alleged untrue statements or omissions
made in the Registration Statement, in the
Preliminary Prospectus, in the Prospectus, or in
the Prospectus as so amended or supplemented, in
reliance upon and in conformity with information
furnished in writing to the Company by the
Representative on behalf of such Underwriter
expressly for use therein.
The indemnity agreement on the part of each Underwriter
contained in Section 6(b) hereof, and the warranties and
representations of such Underwriter contained in this Agreement,
shall remain in full force and effect regardless of any
investigation made by or on behalf of the Company or other
person, and shall survive the delivery of and payment for the
Stock hereunder.
7. Substitution of Underwriters: If any Underwriter under
this Agreement shall fail or refuse (whether for some reason
sufficient to justify its termination of its obligations to
purchase or otherwise) to purchase the shares of the Stock which
it had agreed to purchase, the Company shall immediately notify
the Representative, and the Representative may, within 24 hours
of receipt of such notice, procure some other responsible party
or parties satisfactory to the Company to purchase or agree to
purchase such shares of the Stock on the terms herein set forth;
and, if the Representative shall fail to procure a satisfactory
party or parties to purchase or agree to purchase such shares of
the Stock on such terms within such period after the receipt of
such notice, then the Company shall be entitled to an additional
period of 24 hours within which to procure another party or
parties to purchase or agree to purchase such shares of the Stock
on the terms herein set forth. In any such case, either the
Representative or the Company shall have the right to postpone
the Time of Purchase for a period not to exceed five full
business days from the date determined as provided in Section 2
hereof, in order that the necessary changes in the Registration
Statement and Prospectus and any other documents and arrangements
may be effected. If the Representative and the Company shall
fail to procure a satisfactory party or parties, as above
provided, to purchase or agree to purchase such shares of the
Stock, then this Agreement shall terminate. In the event of any
such termination, the Company shall not be under any liability to
any Underwriter (except to the extent, if any, provided in
Section 4(h) hereof), nor shall any Underwriter (other than an
Underwriter who shall have failed or refused to purchase shares
of the Stock without some reason sufficient to justify, in
accordance with the terms hereof, its termination of its
obligations hereunder) be under any liability to the Company or
any other Underwriter.
Nothing herein contained shall release any defaulting
Underwriter from its liability to the Company or any non-
defaulting Underwriter for damages occasioned by its default
hereunder.
8. Termination of Agreement: This Agreement may be
terminated at any time prior to the Time of Purchase by the
Representative if, after the execution and delivery of this
Agreement and prior to the Time of Purchase, in the
Representative's reasonable judgment, the Underwriters' ability
to market the Stock shall have been materially adversely affected
because:
(i) trading in securities on the New York Stock
Exchange shall have been generally suspended by the
Commission or by the New York Stock Exchange, or
(ii) (A) a war involving the United States of America
shall have been declared, (B) any other national calamity
shall have occurred, or (C) any conflict involving the armed
services of the United States of America shall have
escalated, or
(iii) a general banking moratorium shall have been
declared by Federal or New York State authorities, or
(iv) there shall have been any decrease in the ratings
of any of the Company's preferred stock by Moody's Investors
Services, Inc. (Moody's) or Standard & Poor's Corporation
(S&P) or either Moody's or S&P shall publicly announce that
it has any of such preferred stock under consideration for
possible downgrade.
If the Representative elects to terminate this Agreement, as
provided in this Section 8, the Representative will promptly
notify the Company by telephone or by telex or facsimile
transmission, confirmed in writing. If this Agreement shall not
be carried out by any Underwriter for any reason permitted
hereunder, or if the sale of the Stock to the Underwriters as
herein contemplated shall not be carried out because the Company
is not able to comply with the terms hereof, the Company shall
not be under any obligation under this Agreement and shall not be
liable to any Underwriter or to any member of any selling group
for the loss of anticipated profits from the transactions
contemplated by this Agreement (except that the Company shall
remain liable to the extent provided in Section 4(h) hereof) and
the Underwriters shall be under no liability to the Company nor
be under any liability under this Agreement to one another.
9. Notices: All notices hereunder shall, unless otherwise
expressly provided, be in writing and be delivered at or mailed
to the following addresses or by telex or facsimile transmission
confirmed in writing to the following addresses: if to the
Underwriters, to Merrill Lynch, Pierce, Fenner & Smith,
Incorporated, as Representative, c/o Syndicate Operations, World
Financial Center-North Tower, New York, New York 10281-1305 (fax
212/449-2784), and, if to the Company, to Appalachian Power
Company, c/o American Electric Power Service Corporation, 1
Riverside Plaza, Columbus, Ohio 43215, attention of G. P.
Maloney, Vice President, (fax 614/223-1687).
10. Parties in Interest: The agreement herein set forth
has been and is made solely for the benefit of the Underwriters,
the Company (including the directors thereof and such of the
officers thereof as shall have signed the Registration
Statement), the controlling persons, if any, referred to in
Sections 5 and 6 hereof, and their respective successors,
assigns, executors and administrators, and, except as expressly
otherwise provided in Section 7 hereof, no other person shall
acquire or have any right under or by the virtue of this
Agreement.
11. Definition of Certain Terms: If there be two or more
persons, firms or corporations named in Exhibit 1 hereto, the
term "Underwriters", as used herein, shall be deemed to mean the
several persons, firms or corporations, so named (including the
Representative herein mentioned, if so named) and any party or
parties substituted pursuant to Section 7 hereof, and the term
"Representative", as used herein, shall be deemed to mean the
representative or representatives designated by, or in the manner
authorized by, the Underwriters. All obligations of the
Underwriters hereunder are several and not joint. If there shall
be only one person, firm or corporation named in Exhibit 1
hereto, the term "Underwriters" and the term "Representative", as
used herein, shall mean such person, firm or corporation. The
term "successors" as used in this Agreement shall not include any
purchaser, as such purchaser, of any of the shares of the Stock
from any of the respective Underwriters.
12. Conditions of the Company's Obligations: The
obligations of the Company hereunder are subject to the
Underwriters' performance of their obligations hereunder, and the
further condition that at the Time of Purchase the State
Corporation Commission of Virginia and the Tennessee Public
Service Commission shall have issued appropriate orders, and such
orders shall remain in full force and effect, authorizing the
transactions contemplated hereby.
13. Execution of Counterparts: This Agreement may be
executed in several counterparts, each of which shall be regarded
as an original and all of which shall constitute one and the same
document.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto
duly authorized, on the date first above written.
APPALACHIAN POWER COMPANY
By_____________________________
G. P. Maloney
Vice President
MERRILL LYNCH, PIERCE, FENNER
& SMITH, INCORPORATED, as
Representative and on behalf
of the Underwriters named
in Exhibit 1 hereto
By____________________________
apcocps.94\undrwrit.s-3
EXHIBIT 1
Number
of Shares
to be
Name Purchased
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Goldman, Sachs & Co.
Total . . . . . . . . . . . . . 300,000
<PAGE> Exhibit 4(b)
APPALACHIAN POWER COMPANY
ARTICLES OF AMENDMENT
to the
RESTATED ARTICLES OF INCORPORATION, AS AMENDED
1. The name of the corporation is APPALACHIAN POWER
COMPANY.
2. The amendment is to create a new Series of 600,000
shares of Cumulative Preferred Stock, without par value,
consisting of shares of such Cumulative Preferred Stock with
designation, description and terms as follows:
(a) The distinctive serial designation of such series
shall be "5.92% Cumulative Preferred Stock".
(b) The annual dividend rate for such series shall be
5.92% per share per annum, which dividend shall be
calculated, per share, at such percentage multiplied by
$100, and the date from which dividends on all shares of
said series issued prior to the record date for the dividend
payable February 1, 1994, shall be cumulative, shall be the
date of initial issuance of the shares of such series.
(c) Such series shall not be subject to redemption
prior to October 1, 2003; the regular redemption price for
shares of such series shall be $100 per share on or after
October 1, 2003, plus an amount equal to accrued and unpaid
dividends to the date of redemption.
(d) The preferential amounts to which the holders of
shares of such series shall be entitled upon any voluntary
or involuntary liquidation, dissolution or winding up of the
Corporation shall be $100 per share, plus accrued and unpaid
dividends.
(e)(1) A sinking fund shall be established for the
retirement of the shares of such series. So long as there
shall remain outstanding any shares of such series, the
Corporation shall, to the extent not prohibited by law, on
November 1, 2003, and on each November 1 thereafter to and
including November 1, 2007, redeem as and for a sinking fund
requirement, a number of shares equal to 5% of the total
number of shares initially classified as 5.92% Cumulative
Preferred Stock in these Articles of Amendment at a sinking
fund redemption price of $100 per share plus accrued unpaid
dividends to the date of redemption. The remaining shares
of such series outstanding on November 1, 2008 will be
redeemed as a final sinking fund requirement, to the extent
not prohibited by law, on such date at a sinking fund
redemption price of $100 per share plus accrued and unpaid
dividends to the date of redemption. The sinking fund
requirement shall be cumulative so that if on any such
November 1 the sinking fund requirement shall not have been
met, then such sinking fund requirement, to the extent not
met, shall become an additional sinking fund requirement for
the next succeeding November 1 on which such redemption may
be effected.
(2) The Corporation shall be entitled, at its
election, to credit against the sinking fund requirement due
on November 1 of any year pursuant to subparagraph (e)(1)
shares of such series theretofore purchased or otherwise
acquired by the Corporation and not previously credited
against any such sinking fund requirement.
(f) The shares of such series shall not have any
rights to convert the same into and/or purchase stock of any
other series or class or any other securities, or any
special rights other than those specified herein.
3. The amendment was adopted on September 21, 1993.
4. The amendment was duly adopted by the Board of
Directors of the Corporation without shareholder action and
shareholder action was not required.
5. The amendment, and the certificate issued by the
Virginia State Corporation Commission related thereto, shall be
effective on October 13, 1993.
APPALACHIAN POWER COMPANY
By_/s/ Jeffrey D. Cross__
(Jeffrey D. Cross)
Assistant Secretary
October 4, 1993
<PAGE> Exhibit 4(c)
APPALACHIAN POWER COMPANY
ARTICLES OF AMENDMENT
to the
RESTATED ARTICLES OF INCORPORATION, AS AMENDED
1. The name of the corporation is APPALACHIAN POWER
COMPANY.
2. The amendment is to create a new Series of 500,000
shares of Cumulative Preferred Stock, without par value,
consisting of shares of such Cumulative Preferred Stock with
designation, description and terms as follows:
(a) The distinctive serial designation of such series
shall be "5.90% Cumulative Preferred Stock".
(b) The annual dividend rate for such series shall be
5.90% per share per annum, which dividend shall be
calculated, per share, at such percentage multiplied by
$100, and the date from which dividends on all shares of
said series issued prior to the record date for the dividend
payable February 1, 1994, shall be cumulative, shall be the
date of initial issuance of the shares of such series.
(c) Such series shall not be subject to redemption
prior to November 1, 2003; the regular redemption price for
shares of such series shall be $100 per share on or after
November 1, 2003, plus an amount equal to accrued and unpaid
dividends to the date of redemption.
(d) The preferential amounts to which the holders of
shares of such series shall be entitled upon any voluntary
or involuntary liquidation, dissolution or winding up of the
Corporation shall be $100 per share, plus accrued and unpaid
dividends.
(e)(1) A sinking fund shall be established for the
retirement of the shares of such series. So long as there
shall remain outstanding any shares of such series, the
Corporation shall, to the extent not prohibited by law, on
November 1, 2003, and on each November 1 thereafter to and
including November 1, 2007, redeem as and for a sinking fund
requirement, a number of shares equal to 5% of the total
number of shares initially classified as 5.90% Cumulative
Preferred Stock in these Articles of Amendment at a sinking
fund redemption price of $100 per share plus accrued unpaid
dividends to the date of redemption. The remaining shares
of such series outstanding on November 1, 2008 will be
redeemed as a final sinking fund requirement, to the extent
not prohibited by law, on such date at a sinking fund
redemption price of $100 per share plus accrued and unpaid
dividends to the date of redemption. The sinking fund
requirement shall be cumulative so that if on any such
November 1 the sinking fund requirement shall not have been
met, then such sinking fund requirement, to the extent not
met, shall become an additional sinking fund requirement for
the next succeeding November 1 on which such redemption may
be effected.
(2) The Corporation shall be entitled, at its
election, to credit against the sinking fund requirement due
on November 1 of any year pursuant to subparagraph (e)(1)
shares of such series theretofore purchased or otherwise
acquired by the Corporation and not previously credited
against any such sinking fund requirement.
(f) The shares of such series shall not have any
rights to convert the same into and/or purchase stock of any
other series or class or any other securities, or any
special rights other than those specified herein.
3. The amendment was adopted on October 21, 1993.
4. The amendment was duly adopted by the Board of
Directors of the Corporation without shareholder action and
shareholder action was not required.
5. The amendment, and the certificate issued by the
Virginia State Corporation Commission related thereto, shall be
effective on November 4, 1993.
APPALACHIAN POWER COMPANY
By_/s/ Jeffrey D. Cross__
(Jeffrey D. Cross)
Assistant Secretary
October 28, 1993
<PAGE> Exhibit 4(d)
APPALACHIAN POWER COMPANY
ARTICLES OF AMENDMENT
to the
RESTATED ARTICLES OF INCORPORATION, AS AMENDED
1. The name of the corporation is APPALACHIAN POWER
COMPANY.
2. The amendment is to create a new Series of 300,000
shares of Cumulative Preferred Stock, without par value,
consisting of shares of such Cumulative Preferred Stock with
designation, description and terms as follows:
(a) The distinctive serial designation of such series
shall be _____% Cumulative Preferred Stock".
(b) The annual dividend rate for such series shall be
_____% per share per annum, which dividend shall be
calculated, per share, at such percentage multiplied by
$100, and the date from which dividends on all shares of
said series issued prior to the record date for the dividend
payable August 1, 1994, shall be cumulative, shall be the
date of original issuance of the shares of such series.
(c) Such series shall not be subject to redemption
except as provided in subparagraph (e) below.
(d) The preferential amounts to which the holders of
shares of such series shall be entitled upon any voluntary
or involuntary liquidation, dissolution or winding up of the
Corporation shall be $100 per share, plus accrued and unpaid
dividends.
(e)(1) A sinking fund shall be established for the
retirement of the shares of such series. So long as there
shall remain outstanding any shares of such series, the
Corporation shall, to the extent not prohibited by law, on
August 1 of each year commencing with the year 2000, redeem
as and for a sinking fund requirement, 60,000 shares of the
_____% Cumulative Preferred Stock at a sinking fund
redemption price of $100 per share plus accrued unpaid
dividends to the date of redemption. The sinking fund
requirement shall be cumulative so that if on any such
August 1 the sinking fund requirement shall not have been
met, then such sinking fund requirement, to the extent not
met, shall become an additional sinking fund requirement for
the next succeeding August 1 on which such redemption may be
effected.
(2) The Corporation shall have the non-cumulative
option, on any sinking fund date as provided in subparagraph
(e)(1), to redeem at the sinking fund redemption price of
$100 per share plus accrued and unpaid dividends to the date
of redemption up to an additional 60,000 shares of such
series. No redemption made pursuant to this subparagraph
(e)(2) shall be deemed to fulfill any sinking fund
redemption established pursuant to subparagraph (e)(1).
(3) The Corporation shall be entitled, at its
election, to credit against the sinking fund requirement due
on August 1 of any year pursuant to subparagraph (e)(1)
shares of such series theretofore purchased or otherwise
acquired by the Corporation (other than pursuant to the
option provided by subparagraph (e)(2)) and not previously
credited against any such sinking fund requirement.
(f) The shares of such series shall not have any
rights to convert the same into and/or purchase stock of any
other series or class or any other securities, or have any
special rights other than those specified herein.
3. The amendment was adopted on __________, 1994.
4. The amendment was duly adopted by the Board of
Directors of the Corporation without shareholder action and
shareholder action was not required.
5. The amendment, and the certificate issued by the
Virginia State Corporation Commission related thereto, shall be
effective on _______________, 1994.
APPALACHIAN POWER COMPANY
By_______________________
(Jeffrey D. Cross)
Assistant Secretary
_______________, 1994
<PAGE> Exhibit 5
May 25, 1994
Appalachian Power Company
40 Franklin Road, S.W.
Roanoke, Virginia 24011
Dear Sirs:
With respect to the Registration Statement on Form S-3
(the "Registration Statement") of Appalachian Power Company (the
"Company"), relating to the issuance and sale in one or more
transactions from time to time of the Company's Cumulative
Preferred Stock, without par value, with an aggregate involuntary
liquidation amount of up to $30,000,000 (the "Preferred Stock"),
we wish to advise you as follows:
We are of the opinion that when the steps mentioned in
the next paragraph have been taken, the Preferred Stock will be
legally issued, fully paid and non-assessable.
The steps to be taken which are referred to in the next
preceding paragraph consist of the following:
(1) Appropriate definitive action by the Board of
Directors of the Company with respect to the
proposed transactions set forth in the Registra-
tion Statement;
(2) Appropriate action by and before the State
Corporation Commission of Virginia (the "Virginia
Commission") and the Tennessee Public Service
Commission in respect of the proposed transactions
set forth in the Registration Statement;
(3) Compliance with the Securities Act of 1933, as
amended;
(4) Appropriate corporate approvals and execution and
filing of Articles of Amendment setting forth the
designation, description and terms of the Preferred
Stock with the Virginia Commission and issuance by
the Virginia Commission of its Certificate in
regard thereto and the filing of copies thereof
in other required offices of record; and
(5) Issuance and sale of the Preferred Stock in
accordance with the governmental and corporate
authorizations aforesaid.
Insofar as this opinion relates to matters governed by
laws of the Commonwealth of Virginia or the States of West Virginia
or Tennessee, this firm has consulted and may consult further with
local counsel in which this firm has confidence and will
rely, as to such matters, upon such opinions or advice of such
counsel which will be delivered to this firm prior to the closing
of the sale of the Preferred Stock.
We consent to the filing of this opinion as an exhibit
to the Registration Statement and to the use of our name and the
inclusion of the statements in regard to us set forth in the
Registration Statement under the caption "Legal Opinions".
Very truly yours,
/s/ Simpson Thacher & Bartlett
SIMPSON THACHER & BARTLETT
<PAGE>
<TABLE>
EXHIBIT 12
APPALACHIAN POWER COMPANY
Computation of Consolidated Ratio of Earnings to Fixed Charges
and Preferred Stock Dividend Requirements Combined
(in thousands except ratio data)
<CAPTION>
Twelve
Months
Ended
Year Ended December 31, March 31,
1989 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C>
Fixed Charges:
Interest on First Mortgage Bonds. . . . . . . . . . . . $ 69,236 $ 66,403 $ 72,800 $ 84,177 $ 80,472 $ 79,892
Interest on Other Long-term Debt. . . . . . . . . . . . 19,520 19,637 18,282 17,986 16,846 16,715
Interest on Short-term Debt . . . . . . . . . . . . . . 802 1,633 3,089 1,792 1,615 1,281
Miscellaneous Interest Charges. . . . . . . . . . . . . 1,843 1,999 3,011 2,617 2,954 3,583
Estimated Interest Element in Lease Rentals . . . . . . 4,600 5,300 5,700 6,700 7,900 7,900
Total Fixed Charges. . . . . . . . . . . . . . . . 96,001 94,972 102,882 113,272 109,787 109,371
Preferred Stock Dividend Requirements (a) . . . . . . . . 21,748 20,271 18,677 22,531 24,284 23,462
Total Fixed Charges and Preferred
Stock Dividend Requirements Combined . . . . . . $117,749 $115,243 $121,559 $135,803 $134,071 $132,833
Earnings:
Net Income. . . . . . . . . . . . . . . . . . . . . . . $156,347 $107,988 $140,419 $131,419 $125,132 $116,110
Plus Federal Income Taxes . . . . . . . . . . . . . . . 66,841 41,194 47,227 46,017 51,681 48,069
Plus State Income Taxes . . . . . . . . . . . . . . . . 10,833 5,878 3,650 2,649 8,887 9,195
Plus Fixed Charges (as above) . . . . . . . . . . . . . 96,001 94,972 102,882 113,272 109,787 109,371
Total Earnings . . . . . . . . . . . . . . . . . . $330,022 $250,032 $294,178 $293,357 $295,487 $282,745
Ratio of Earnings to Fixed Charges and Preferred
Stock Dividend Requirements . . . . . . . . . . . . . 2.80 2.16 2.42 2.16 2.20 2.12
(a) Represents preferred stock dividend requirements less the effect of preferred stock dividend deduction for federal
income tax purposes ($556,000 in each period 1989 through 1992 and $540,000 for the 1993 and 1994 periods) multiplied
by the ratio of earnings before income taxes to net income with the preferred stock dividend deduction added to the
result of the calculation.
</TABLE>
<PAGE> Exhibit 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of Appalachian Power Company on Form S-3
of our reports dated February 22, 1994, appearing in and
incorporated by reference in the Annual Report on Form 10-K of
Appalachian Power Company for the year ended December 31, 1993
and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
DELOITTE & TOUCHE
Columbus, Ohio
May 25, 1994
<PAGE> Exhibit 24
APPALACHIAN POWER COMPANY
I, Jeffrey D. Cross, Assistant Secretary of APPALACHIAN
POWER COMPANY, HEREBY CERTIFY that the following constitutes a
true and exact copy of the resolutions duly adopted by the
affirmative vote of a majority of the Board of Directors of said
Company at a meeting of said Board duly and legally held on March
31, 1994, at which meeting a quorum of the Board of Directors of
said Company was present and voting throughout. I further
certify that said resolutions have not been altered, amended or
rescinded, and that they are presently in full force and effect.
GIVEN under my hand this 25th day of May, 1994.
_/s/ Jeffrey D. Cross____
Assistant Secretary
APPALACHIAN POWER COMPANY
March 31, 1994
The Chairman outlined a proposed financing program
involving the issuance and sale, either at competitive bidding or
through a negotiated public offering with one or more agents or
underwriters, of its Cumulative Preferred Stock, without par
value, with an aggregate involuntary liquidation price of up to
$30,000,000, in one or more new series, with an involuntary
liquidation price of $25 or $100 per share. The Chairman then
stated that, if the officers of the Company deemed it necessary
or desirable, a cumulative sinking fund would be established to
retire annually a number of shares of such series equal to a
percentage of the number of shares of such series initially
issued at a price to be determined.
The Chairman stated that it was proposed that the
proceeds to be received in connection with the proposed sale of
Cumulative Preferred Stock would be used to refund directly or
indirectly cumulative preferred stock or for other corporate
purposes.
Thereupon, on motion duly made and seconded, it was
unanimously
RESOLVED, that the proposed financing program of
this Company, as outlined at this meeting, be, and the
same hereby is, in all respects ratified, confirmed and
approved; and further
RESOLVED, that the proper officers of this Company
be, and they hereby are, authorized to take all steps
necessary, or in their opinion desirable, to carry out
the financing program outlined at this meeting.
The Chairman then stated that, in connection with the
proposed financing program, it had been necessary to file
applications with the Virginia State Corporation Commission and
the Tennessee Public Service Commission. The Chairman further
stated that it had been necessary to file with the Securities and
Exchange Commission an Application or Declaration on Form U-1,
pursuant to the applicable provisions of the Public Utility
Holding Company Act of 1935. The Chairman also stated that it
would be necessary to file one or more Registration Statements
pursuant to the applicable provisions of the Securities Act of
1933, as amended.
Thereupon, on motion duly made and seconded, it was
unanimously
RESOLVED, that in connection with the proposed
financing program approved at this meeting, the actions
taken by the officers of this Company in connection
with the execution and filing on behalf of the Company
of applications with the Virginia State Corporation
Commission and the Tennessee Public Service Commission
and an Application or Declaration on Form U-1 with the
Securities and Exchange Commission, pursuant to the
applicable provisions of the Public Utility Holding
Company Act of 1935 be, and they hereby are, ratified,
confirmed and approved in all respects; and further
RESOLVED, that the proper officers of this Company
be, and they hereby are, authorized to execute and file
with the Securities and Exchange Commission ("the
Commission") on behalf of the Company one or more
Registration Statements pursuant to the applicable
provisions of the Securities Act of 1933, as amended;
and further
RESOLVED, that the proper officers of this Company
be, and they hereby are, authorized and directed to
take any and all further action in connection there-
with, including the execution and filing of such
amendment or amendments, supplement or supplements and
exhibit or exhibits thereto as the officers of this
Company may deem necessary or desirable.
The Chairman further stated that, in connection with
the filing with the Securities and Exchange Commission of one or
more Registration Statements relating to the proposed issuance
and sale of Cumulative Preferred Stock, without par value, with
an aggregate involuntary liquidation price of up to $30,000,000,
in one or more new series, with an involuntary liquidation price
of $25 or $100 per share, there was to be filed with the
Commission a Power of Attorney, dated March 31, 1994, executed by
the officers and directors of this Company appointing true and
lawful attorneys to act in connection with the filing of such
Registration Statement(s) and any and all amendments thereto.
Thereupon, on motion duly made and seconded, the
following preambles and resolutions were unanimously adopted:
WHEREAS, Appalachian Power Company proposes to
file with the Securities and Exchange Commission one or
more Registration Statements for the registration
pursuant to the applicable provisions of the Securities
Act of 1933, as amended, of Cumulative Preferred Stock,
without par value, with an aggregate involuntary
liquidation price of up to $30,000,000, in one or more
new series, with an involuntary liquidation price of
$25 or $100 per share; and
WHEREAS, in connection with said Registration
Statement(s), there is to be filed with the Securities
and Exchange Commission a Power of Attorney, dated
March 31, 1994, executed by certain of the officers and
directors of this Company appointing E. Linn Draper,
Jr., G. P. Maloney, Bruce M. Barber and Armando A.
Pena, or any one of them, their true and lawful
attorneys, with the powers and authority set forth in
said Power of Attorney;
NOW, THEREFORE, BE IT
RESOLVED, that each and every one of said officers
and directors be, and they hereby are, authorized to
execute said Power of Attorney; and further
RESOLVED, that any and all action hereafter taken
by any of said named attorneys under said Power of
Attorney be, and the same hereby is, ratified and
confirmed and that said attorneys shall have all the
powers conferred upon them and each of them by said
Power of Attorney; and further
RESOLVED, that said Registration Statement(s) and
any amendments thereto, hereafter executed by any of
said attorneys under said Power of Attorney be, and the
same hereby are, ratified and confirmed as legally
binding upon this Company to the same extent as if the
same were executed by each said officer and director of
this Company personally and not by any of said
attorneys.
The Chairman thereupon stated to the meeting that it
was proposed to designate independent counsel for the successful
bidder or bidders and/or agents of the Company for the new series
of Cumulative Preferred Stock proposed to be issued and sold in
connection with the proposed financing program of the Company.
Thereupon, on motion duly made and seconded, it was
unanimously
RESOLVED, that Messrs. Winthrop, Stimson, Putnam &
Roberts be, and said firm hereby is, designated as
independent counsel for the successful bidder or
bidders and/or agents of the Company for the new series
of Cumulative Preferred Stock of this Company proposed
to be issued and sold in connection with the proposed
financing program of this Company.
APPALACHIAN POWER COMPANY
POWER OF ATTORNEY
Each of the undersigned directors or officers of
APPALACHIAN POWER COMPANY, a Virginia corporation, which is to
file with the Securities and Exchange Commission, Washington,
D.C. 20549, under the provisions of the Securities Act of 1933,
as amended, one or more Registration Statements for the
registration thereunder of Cumulative Preferred Stock, without
par value, with an aggregate involuntary liquidation price of up
to $30,000,000, in one or more new series, with an involuntary
liquidation price of $25 or $100 per share, does hereby appoint
E. LINN DRAPER, JR., G. P. MALONEY, BRUCE M. BARBER and ARMANDO
A. PENA his true and lawful attorneys, and each of them his true
and lawful attorney, with power to act without the others, and
with full power of substitution or resubstitution, to execute for
him and in his name said Registration Statement(s) and any and
all amendments thereto, whether said amendments add to, delete
from or otherwise alter the Registration Statement(s) or the
related Prospectus(es) included therein, or add or withdraw any
exhibits or schedules to be filed therewith and any and all
instruments necessary or incidental in connection therewith,
hereby granting unto said attorneys and each of them full power
and authority to do and perform in the name and on behalf of each
of the undersigned, and in any and all capacities, every act and
thing whatsoever required or necessary to be done in and about
the premises, as fully and to all intents and purposes as each of
the undersigned might or could do in person, hereby ratifying and
approving the acts of said attorneys and each of them.
IN WITNESS WHEREOF the undersigned have hereunto set
their hands and seals this 31st day of March, 1994.
/s/ E. Linn Draper, Jr._____ /s/ Wm. J. Lhota____________
E. Linn Draper, Jr. L.S. Wm. J. Lhota L.S.
/s/ P. J. DeMaria___________ /s/ G. P. Maloney___________
P. J. DeMaria L.S. G. P. Maloney L.S.
/s/ A. Joseph Dowd__________ /s/ J. J. Markowsky_________
A. Joseph Dowd L.S. J. J. Markowsky L.S.
/s/ L. M. Feck______________ /s/ J. H. Vipperman_________
L. M. Feck L.S. J. H. Vipperman L.S.
