<PAGE> File No. 70-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM U-1
_______________________________
APPLICATION OR DECLARATION
under the
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
* * *
APPALACHIAN POWER COMPANY
40 Franklin Road, Roanoke, Virginia 24022
COLUMBUS SOUTHERN POWER COMPANY
215 North Front Street, Columbus, Ohio 43215
INDIANA MICHIGAN POWER COMPANY
One Summit Square, P.O. Box 60, Fort Wayne, Indiana 46801
KENTUCKY POWER COMPANY
1701 Central Avenue, P.O. Box 1428, Ashland, Kentucky 41101
OHIO POWER COMPANY
301 Cleveland Avenue, S.W., Canton, Ohio 44702
(Name of companies filing this statement and
addresses of principal executive offices)
* * *
AMERICAN ELECTRIC POWER COMPANY, INC.
1 Riverside Plaza, Columbus, Ohio 43215
(Name of top registered holding company
parent of each applicant or declarant)
* * *
G. P. Maloney, Executive Vice President
AMERICAN ELECTRIC POWER SERVICE CORPORATION
1 Riverside Plaza, Columbus, Ohio 43215
A. Joseph Dowd, General Counsel
AMERICAN ELECTRIC POWER SERVICE CORPORATION
1 Riverside Plaza, Columbus, Ohio 43215
(Names and addresses of agents for service)
<PAGE>
ITEM 1. DESCRIPTION OF PROPOSED TRANSACTION.
Appalachian Power Company ("APCo"), Columbus Southern
Power Company ("CSPCo"), Indiana Michigan Power Company ("I&M"),
Kentucky Power Company ("KPCo") and Ohio Power Company ("OPCo")
(sometimes individually referred to herein as "Company" and
collectively as "Companies"), each request authorization herein to
acquire for cash through June 30, 1996 up to the entire amount of
the previously issued and outstanding series of first mortgage
bonds and cumulative preferred stock listed below (the "Outstanding
Securities") through tender offer, negotiated, open market or other
form of purchase or otherwise by means other than redemption.
Appalachian Power Company First Mortgage Bonds:
Series Principal Amount Outstanding
9-1/8% Series due 2019 $47,500,000
9-7/8% Series due 2020 $48,000,000
9.35% Series due 8/1/2021 $50,000,000
8.75% Series due 2/1/2022 $50,000,000
8.70% Series due 5/22/2022 $40,000,000
8.50% Series due 12/1/2022 $70,000,000
Columbus Southern Power Company First Mortgage Bonds:
Series Principal Amount Outstanding
8.95% Series due 12/20/95 $30,000,000
9.15% Series due 2/2/98 $57,000,000
9.625% Series due 6/1/2021 $50,000,000
9.31% Series due 8/1/2001 $30,000,000
8.70% Series due 7/1/2022 $35,000,000
8.55% Series due 8/1/2022 $15,000,000
Columbus Southern Power Company Cumulative Preferred Stock:
Series Shares Outstanding
9.50% Series of $100 par value 750,000
Indiana Michigan Power Company First Mortgage Bonds:
Series Principal Amount Outstanding
9.50% Series due 5/1/2021 $40,000,000
8.75% Series due 5/1/2022 $50,000,000
8.50% Series due 12/15/2022 $75,000,000
Kentucky Power Company First Mortgage Bonds:
Series Principal Amount Outstanding
8.95% Series due 5/10/2001 $20,000,000
8.90% Series due 5/21/2001 $40,000,000
Ohio Power Company First Mortgage Bonds:
Series Principal Amount Outstanding
9-7/8% Series due 2020 $50,000,000
9.625% Series due 6/1/2021 $50,000,000
8.80% Series due 2/10/2022 $50,000,000
8.75% Series due 6/1/2022 $50,000,000
The Companies are currently precluded from redeeming the
Outstanding Securities due to refunding or redemption restrictions.
When such restrictions expire, no approval of this Commission would
be necessary for the Companies to (1) redeem the outstanding first
mortgage bonds because such redemption would be exempt based upon
Rule 42(b)(2) promulgated under the Public Utility Holding Company
Act of 1935 (the "1935 Act") or (2) redeem the outstanding
cumulative preferred stock because such redemption has been
authorized by the Commission in its Order dated November 1, 1990
(HCAR No. 35-25183).
No Company will acquire any of the Outstanding Securities
unless the estimated present value of the savings to be derived
from the net difference between interest or dividend payments on a
new issue of comparable securities and those securities acquired,
is, on an after-tax basis, greater than the present value of each
acquisition, assuming an appropriate discount rate.
ITEM 2. FEES, COMMISSIONS AND EXPENSES.
No fees, commissions or expenses, other than (i) expenses
(including the Commission's $2,000 filing fee), which are estimated
not to exceed $10,000, billed at cost by American Electric Power
Service Corporation and (ii) any brokerage commissions, tender
agent and other fees and expenses included as part of the purchase
price of the Outstanding Securities at the time of its acquisition,
are to be paid or incurred by the Companies or any associate
company in connection with the proposed transaction.
ITEM 3. APPLICABLE STATUTORY PROVISIONS.
The Companies consider Sections 9(a), 10 and 12(c) of the
1935 Act and Rule 42 thereunder to be applicable to the proposed
transactions.
ITEM 4. REGULATORY APPROVAL.
No commission other than the Securities and Exchange
Commission has jurisdiction over the proposed transactions.
ITEM 5. PROCEDURE.
It is requested, pursuant to Rule 23(c) of the Rules and
Regulations of the Commission, that the Commission's order
granting, and permitting to become effective, this Application or
Declaration be issued on or before May 2, 1994. The Companies
waive any recommended decision by a hearing officer or by any other
responsible officer of the Commission and waive the 30-day waiting
period between the issuance of the Commission's order and the date
it is to become effective, since it is desired that the
Commission's order, when issued, become effective forthwith. The
Companies consent to the Office of Public Utility Regulation
assisting in the preparation of the Commission's decision and/or
order in this matter, unless the Office opposes the matter covered
by this Application or Declaration.
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS.
The following exhibits and financial statements are filed
herewith or incorporated by reference herein from the document in
brackets:
(a) Exhibits:
Exhibit A-1 Indenture Supplemental dated as of November 1, 1989
to Mortgage and Deed of Trust between APCo and
Bankers Trust Company (9-1/8% Series due 2019) [File
No. 70-7694, Certificate of Notification, Exhibit A-1-1]
Exhibit A-2 Indenture Supplemental dated as of December 1, 1990
to Mortgage and Deed of Trust between APCo and
Bankers Trust Company (9-7/8% Series due 2020)
[Registration Statement No. 33-40720, Exhibit 4(b)]
Exhibit A-3 Indenture Supplemental dated as of August 1, 1991
to Mortgage and Deed of Trust between APCo and
Bankers Trust Company (9.35% Series due 8/1/2021)
[Registration Statement No. 33-45219, Exhibit 4(b)]
Exhibit A-4 Indenture Supplemental dated as of February 1, 1992
to Mortgage and Deed of Trust between APCo and
Bankers Trust Company (8.75% Series due 2/1/2022)
[Registration Statement No. 33-50112, Exhibit 4(b)]
Exhibit A-5 Indenture Supplemental dated as of May 1, 1992 to
Mortgage and Deed of Trust between APCo and Bankers
Trust Company (8.70% Series due 5/22/2022)
[Registration Statement No. 33-50112, Exhibit 4(c)]
Exhibit A-6 Indenture Supplemental dated as of November 15,
1992 to Mortgage and Deed of Trust between APCo and
Bankers Trust Company (8.50% Series due 12/1/2022)
[Registration Statement No. 33-59834, Exhibit 4(b)]
Exhibit A-7 Forty-First Supplemental Indenture dated December
1, 1990 between CSPCo and Citibank, N.A. (8.95%
Series due 12/20/95) [Registration Statement No. 33-19227,
Exhibit 4(g)]
Exhibit A-8 Forty-Second Supplemental Indenture dated January
1, 1991 between CSPCo and Citibank, N.A. (9.15%
Series due 2/2/98) [Registration Statement No. 33-19227,
Exhibit 4(h)]
Exhibit A-9 Forty-Third Supplemental Indenture dated June 1,
1991 between CSPCo and Citibank, N.A. (9.625%
Series due 6/1/2021) [Registration Statement No. 33-46859,
Exhibit 4(b)]
Exhibit A-10 Forty-Fourth Supplemental Indenture dated July 1,
1991 between CSPCo and Citibank, N.A. (9.31% Series
due 8/1/2001) [Registration Statement No. 33-46859, Exhibit
4(c)]
Exhibit A-11 Forty-Sixth Supplemental Indenture dated July 1,
1992 between CSPCo and Citibank, N.A. (8.70% Series
due 7/1/2022) [Registration Statement No. 33-50316, Exhibit
4(c)]
Exhibit A-12 Forty-Seventh Supplemental Indenture dated August
1, 1992 between CSPCo and Citibank, N.A. (8.55%
Series due 8/1/2022) [Registration Statement No. 33-60336,
Exhibit 4(b)]
Exhibit A-13 Copy of Certificate of Amendment to the Amended
Articles of Incorporation of CSPCo, dated November
19, 1990 [Registration Statement No. 33-45950, Exhibit
4(b)].
Exhibit A-14 Indenture Supplemental dated as of May 1, 1991 to
Mortgage and Deed of Trust between I&M and The Bank
of New York (9.50% Series due 5/1/2021) [Registration
Statement No. 33-46851, Exhibit 4(b)(i)]
Exhibit A-15 Indenture Supplemental dated as of June 1, 1991 to
Mortgage and Deed of Trust between I&M and The Bank
of New York (9.50% Series due 5/1/2021) [Registration
Statement No. 33-46851, Exhibit 4(b)(ii)]
Exhibit A-16 Indenture Supplemental dated as of June 3, 1991 to
Mortgage and Deed of Trust between I&M and The Bank
of New York (9.50% Series due 5/1/2021) [Registration
Statement No. 33-46851, Exhibit 4(b)(iii)]
Exhibit A-17 Indenture Supplemental dated as of May 1, 1992 to
Mortgage and Deed of Trust between I&M and The Bank
of New York (8.75% Series due 5/1/2022) [Registration
Statement No. 33-54480, Exhibit 4(b)(i)]
Exhibit A-18 Indenture Supplemental dated as of December 1, 1992
to Mortgage and Deed of Trust between I&M and The
Bank of New York (8.50% Series due 12/15/2022)
[Registration Statement No. 33-60886, Exhibit 4(b)(i)]
Exhibit A-19 Indenture Supplemental dated as of May 1, 1991 to
Mortgage and Deed of Trust between KPCo and Bankers
Trust Company (8.95% Series due 5/10/2001)
[Registration Statement No. 33-53226, Exhibit 4(b)]
Exhibit A-20 Indenture Supplemental dated as of May 15, 1991 to
Mortgage and Deed of Trust between KPCo and Bankers
Trust Company (8.90% Series due 5/21/2001)
[Registration Statement No. 33-53226, Exhibit 4(c)]
Exhibit A-21 Indenture Supplemental dated as of August 1, 1990
to Mortgage and Deed of Trust between OPCo and
Manufacturers Hanover Trust Company (now Chemical
Bank) (9-7/8% Series due 2020) [Registration Statement
No. 33-21208, Exhibit 4(a)(vi)]
Exhibit A-22 Indenture Supplemental dated as of June 1, 1991 to
Mortgage and Deed of Trust between OPCo and
Manufacturers Hanover Trust Company (now Chemical
Bank) (9.625% Series due 6/1/2021) [Registration
Statement No. 33-44995, Exhibit 4(a)(ii)]
Exhibit A-23 Indenture Supplemental dated as of February 1, 1992
to Mortgage and Deed of Trust between OPCo and
Manufacturers Hanover Trust Company (now Chemical
Bank) (8.80% Series due 2/10/2022) [Registration
Statement No. 33-59006, Exhibit 4(a)(ii)]
Exhibit A-24 Indenture Supplemental dated as of June 1, 1992 to
Mortgage and Deed of Trust between OPCo and
Manufacturers Hanover Trust Company (now Chemical
Bank) (8.75% Series due 6/1/2022) [Registration
Statement No. 33-59006, Exhibit 4(a)(iv]
Exhibit D None
Exhibit E None
Exhibit F Opinion of Counsel
Exhibit H Form of Notice
(b) Balance Sheets as of December 31, 1993, and Statements of
Income and Retained Earnings, per books and pro forma, for the 12
months ended December 31, 1993, of each of the Companies and of AEP
and its subsidiaries consolidated, together with journal entries
reflecting the proposed transaction (to be filed by amendment).
ITEM 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS.
It is believed that the granting and permitting to become
effective of this Application or Declaration will not constitute a
major Federal action significantly affecting the quality of the
human environment. No other Federal agency has prepared or is
preparing an environmental impact statement with respect to the
proposed transactions.
SIGNATURE
Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, the undersigned companies have duly
caused this statement to be signed on their behalf by the under-
signed thereunto duly authorized.
APPALACHIAN POWER COMPANY
COLUMBUS SOUTHERN POWER COMPANY
INDIANA MICHIGAN POWER COMPANY
KENTUCKY POWER COMPANY
OHIO POWER COMPANY
By_/s/ G. P. Maloney_____
Vice President
Dated: March 9, 1994
finance\formu-1.mtn
<PAGE>
<PAGE> Exhibit F
614/223-1632
Securities and Exchange Commission
Office of Public Utility Regulation
450 Fifth Street, N.W.
Washington, D.C. 20549
March 9, 1994
Gentlemen:
With respect to the joint Application or Declaration on Form U-1 of
Appalachian Power Company, Columbus Southern Power Company, Indiana
Michigan Power Company, Kentucky Power Company and Ohio Power
Company (the "Companies"), relating to the the acquisition for cash
through June 30, 1996 of up to the entire amount of the previously
issued and outstanding series of first mortgage bonds and
cumulative preferred stock listed therein through tender offer,
negotiated, open market or other form of purchase, I wish to advise
you as follows:
I am of the opinion that the Companies are corporations validly
organized and duly existing under the laws of the states in which
they were incorporated.
I am further of the opinion that, in the event that the proposed
transactions are consummated in accordance with said Application or
Declaration, as the same may be amended, and when appropriate
action by the Board of Directors of each of the Companies shall
have been taken:
(a) all state laws applicable to the proposed transactions
will have been complied with; and
(b) consummation of the proposed transactions will not
violate the legal rights of the holders of any securities
issued by the Companies or any associate company thereof.
I hereby consent to the filing of this opinion as an exhibit to the
above-mentioned Application or Declaration.
Very truly yours,
/s/ John M. Adams, Jr.
John M. Adams, Jr.
Counsel for the Companies
JMA/mms
finance\opincoun.u-1
<PAGE>
<PAGE> Exhibit H
UNITED STATES OF AMERICA
before the
SECURITIES AND EXCHANGE COMMISSION
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Release No. /March , 1994
:
In the Matter of :
:
APPALACHIAN POWER COMPANY :
40 Franklin Road :
Roanoke, VA 24022 :
:
COLUMBUS SOUTHERN POWER COMPANY :
215 North Front Street :
Columbus, OH 43215 :
;
INDIANA MICHIGAN POWER COMPANY ;
One Summit Square ;
Fort Wayne, IN 46801 ;
;
KENTUCKY POWER COMPANY ;
1701 Central Avenue ;
Ashland, KY 41101 ;
:
OHIO POWER COMPANY :
301 Cleveland Avenue, S.W. :
Canton, OH 44702 :
:
(70- ) :
________________________________________:
NOTICE OF PROPOSED ACQUISITION OF CUMULATIVE PREFERRED STOCK AND
FIRST MORTGAGE BONDS
Appalachian Power Company ("APCo"), Columbus Southern Power Company
("CSPCo"), Indiana Michigan Power Company ("I&M"), Kentucky Power
Company ("KPCo") and Ohio Power Company ("OPCo") (collectively, the
"Companies"), electric utility subsidiaries of American Electric
Power Company, Inc. ("American"), a registered holding company,
have filed with this Commission an Application or Declaration
pursuant to Sections 9(a), (10) and 12(c) of the Public Utility
Holding Company Act of 1935 (the "Act") and Rule 42 thereunder.
The Companies each propose, subject to the receipt of appropriate
authorization, to acquire for cash through June 30, 1996 up to the
entire amount of the previously issued and outstanding series of
first mortgage bonds and cumulative preferred stock as listed in
the Application or Declaration (the "Outstanding Securities")
through tender offer, negotiated, open market or other form of
purchase or otherwise by means other than redemption.
No Company will acquire any of the Outstanding Securities unless
the estimated present value of the savings to be derived from the
net difference between interest or dividend payments on a new issue
of comparable securities and those securities acquired, is, on an
after-tax basis, greater than the present value of each
acquisition, assuming an appropriate discount rate.
The Application or Declaration and any amendments thereto are
available for public inspection through the Commission's Office of
Public Reference. Interested persons wishing to comment or request
a hearing should submit their views in writing by March , 1994 to
the Secretary, Securities and Exchange Commission, Washington, D.C.
20549, and serve a copy on the applicants at the addresses
specified above. Proof of service (by affidavit or, in case of any
attorney at law, by certificate) should be filed with the request.
Any request for a hearing shall identify specifically the issues of
fact or law that are disputed. A person who so requests will be
notified of any hearing, if ordered, and will receive a copy of any
notice or order issued in this matter. After said date, the
Application or Declaration, as filed or as it may be amended, may
be permitted to become effective.
For the Commission, by the Office of Public Utility Regulation,
pursuant to delegated authority.
Jonathan G. Katz
Secretary
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