<PAGE> File No. 70-8347
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
AMENDMENT NO. 3
TO
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
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)
Appalachian Power Company ("APCo"), Columbus Southern Power
Company ("CSPCo") and Ohio Power Company ("OPCo") (sometimes
individually referred to herein as "Company" and collectively as
"Companies"), hereby amend their Application or Declaration in File
No. 70-8347 as follows:
1. By adding the following sentence to the end of ITEM 1.
Description of Proposed Transactions:
"The Companies request that the Commission reserve
jurisdiction over the issuance of $75,000,000 aggregate
par value of cumulative preferred stock of CSPCo."
2. The following exhibits are filed as part of this
statement:
Exhibit A-4 Copy of APCo's proposed form of Articles of
Amendment for the cumulative preferred share
Exhibit A-8 Copy of CSPCo's proposed form of Certificate of
Amendment for the cumulative preferred shares
Exhibit A-12 Copy of OPCo's proposed form of Certificate of
Amendment for the cumulative preferred shares
Exhibit D-1 Copy of APCo's Application to the Tennessee Public
Service Commission
Exhibit D-2 Copy of APCo's Application to the State Corporation
Commission of Virginia
Exhibit D-3 Copy of APCo's Order of the Tennessee Public
Service Commission
Exhibit D-4 Copy of APCo's Order of the State Corporation
Commission of Virginia
Exhibit D-5 Copy of CSPCo's Application to The Public Utilities
Commission of Ohio
Exhibit D-6 Copy of CSPCo's Order of The Public Utilities
Commission of Ohio
Exhibit D-7 Copy of OPCo's Application to The Public Utilities
Commission of Ohio
Exhibit D-8 Copy of OPCo's Order of The Public Utilities
Commission of Ohio (see Exhibit D-6)
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
OHIO POWER COMPANY
By_/s/ G. P. Maloney_____
Vice President
Dated: April 15, 1994
finance\amend#3.cps
<PAGE> Exhibit A-4
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 __________
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 $______, and the
date from which dividends on all shares of said series issued
prior to the record date for the dividend payable ____________,
____, 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 _______________; the regular redemption price for shares of
such series shall be $______ per share on or after
_______________, 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 liquidation,
dissolution or winding up of the Corporation shall be the
regular redemption price in effect at the date of any voluntary
liquidation, dissolution or winding up of the Corporation; or
$______ per share, in the event of any involuntary liquidation,
dissolution or winding up of the Corporation.
[(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 permitted by law, on ____________, and on
each __________ 1 thereafter to and including _______________,
redeem as and for a sinking fund requirement, out of funds
legally available therefor, a number of shares equal to ______%
of the total number of shares initially classified as ______%
Cumulative Preferred Stock in these Articles of Amendment at
a sinking fund redemption price of $______ per share plus
accrued unpaid dividends to the date of redemption. The sinking
fund requirement shall be cumulative so that if on any such
__________ 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 __________ 1 on which such redemption may be
effected.
(2) The remaining shares of such series outstanding
on ____________, ____ will be redeemed, to the extent permitted
by law, by mandatory redemption, out of funds legally available
therefor, on such date at a mandatory redemption price of
$______ per share plus accrued and unpaid dividends to the date
of redemption.
(3) The Corporation shall be entitled, at its
election, to credit against the sinking fund requirement due
on __________ 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 ____________, ____.
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
____________, ____.
APPALACHIAN POWER COMPANY
By_______________________
(Jeffrey D. Cross)
Assistant Secretary
____________, ____
finance\8347#3.a4
<PAGE> Exhibit A-8
CERTIFICATE OF AMENDMENT
TO AMENDED ARTICLES OF INCORPORATION OF
COLUMBUS SOUTHERN POWER COMPANY
BY THE BOARD OF DIRECTORS
The undersigned, Vice President and Assistant Secretary, of
Columbus Southern Power Company, an Ohio corporation, with its
principal office located in Columbus, Ohio, do hereby certify that
a meeting of the Board of Directors of said corporation was duly
called and held on the ______ day of __________, ____, at which
meeting a quorum of such Directors was present, and that at such
meeting the following Resolution of Amendment to Amended Articles
of Incorporation was duly adopted under authority of subdivision
(B)(1) of Ohio Revised Code Section 1701.70:
RESOLVED, that the Amended Articles of Incorporation of
Columbus Southern Power Company, dated and filed in the
office of the Secretary of State of the State of Ohio on
November 14, 1990, subsequently as amended, be further amended
by adding at the end of Article IV thereof, the following new
Divisions __ and __:
[__] The Corporation hereby classifies $__________ par
value of the Cumulative Preferred Stock ($______ non-voting)
as a series of such Cumulative Preferred Stock ($______ non-
voting), which shall be designated as "______% Cumulative
Preferred Stock", consisting of __________ shares of the par
value of $______ per share.
[__] The preferences, rights, restrictions or
qualifications and the description and terms of the ______%
Cumulative Preferred Stock, in the respects in which the
shares of such series vary from shares of other series of the
Cumulative Preferred Stock, ($______ non-voting), shall be as
follows:
(a) The annual dividend rate for such series shall
be ______% per annum, which dividend shall be calculated,
per share, at such percentage multiplied by $______.
Dividends on all shares of said series issued prior to
the record date for the initial dividend payable on all
shares of such series shall be cumulative from the date
of initial issuance of the shares of such series.
(b) Such series shall not be subject to redemption
prior to _______________; the regular redemption price
for shares of such series shall be $______ per share on
or after _______________, plus an amount equal to accrued
and unpaid dividends to the date of redemption.
(c) 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 $______ per share,
plus an amount equal to accrued and unpaid dividends to
the date of redemption.
[(d)(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 permitted by law, on
_______________, and on each __________ 1 thereafter to
and including _______________, redeem as and for a
sinking fund requirement, out of funds legally available
therefor, a number of shares equal to ______% of the
total number of shares initially classified in Division
__ hereof, at a sinking fund redemption price of $______
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 __________ 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 __________ 1 on which such redemption
may be effected.
(2) The remaining shares of such series
outstanding on __________, ____ will be redeemed, to the
extent permitted by law, by mandatory redemption, out of
funds legally available therefor, on such date at a
mandatory redemption price of $______ per share plus
accrued and unpaid dividends to the date of redemption.
(3) The Corporation shall be entitled, at its
election, to credit against the sinking fund requirement
due on __________ 1 of any year pursuant to clause (d)(1)
of this Division __, shares of such series theretofore
purchased or otherwise acquired by the Corporation and
not previously credited against any such sinking fund
requirement.]
(e) 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.
FURTHER RESOLVED, that a certificate signed by the
Chairman of the Board, the President, or a Vice President and
the Secretary or an Assistant Secretary of the Corporation,
containing a copy of this resolution and a statement of the
manner of its adoption, be filed in the Office of the
Secretary of State of the State of Ohio.
IN WITNESS WHEREOF, the undersigned Vice President and
Assistant Secretary of Columbus Southern Power Company, acting for
and on behalf of said corporation, have hereunto subscribed their
names and caused the seal of said corporation to be hereunto
affixed this ______ day of __________, ____.
COLUMBUS SOUTHERN POWER COMPANY
By________________________________
Vice President
By________________________________
Assistant Secretary
finance\8347#3.a8
<PAGE> Exhibit A-12
CERTIFICATE OF AMENDMENT
TO AMENDED ARTICLES OF INCORPORATION OF
OHIO POWER COMPANY
BY THE BOARD OF DIRECTORS
The undersigned, Vice President and Assistant Secretary, of
Ohio Power Company, an Ohio corporation, with its principal office
located in Canton, Ohio, do hereby certify that a meeting of the
Board of Directors of said corporation was duly called and held on
the ______ day of __________, ____, at which meeting a quorum of
such Directors was present, and that at such meeting the following
Resolution of Amendment to Amended Articles of Incorporation was
duly adopted under authority of subdivision (B)(1) of Ohio Revised
Code Section 1701.70:
RESOLVED, that Article Fourth of the Amended Articles of
Incorporation of Ohio Power Company, dated and filed in the
office of the Secretary of State of the State of Ohio on March
7, 1977, subsequently as amended, be further amended, by the
addition thereto of the following new paragraphs (__) and
(__), which new paragraphs shall read as follows:
(__) The Corporation hereby classifies $__________ par
value of the Cumulative Preferred Stock ($______ non-voting)
as a series of such Cumulative Preferred Stock ($______ non-
voting), which shall be designated as "______% Cumulative
Preferred Stock", consisting of __________ shares of the par
value of $______ per share.
(__) The preferences, rights, restrictions or
qualifications and the description and terms of the ______%
Cumulative Preferred Stock, in the respects in which the
shares of such series vary from shares of other series of the
Cumulative Preferred Stock, ($______ non-voting), shall be as
follows:
(a) The annual dividend rate for such series shall
be ______% per annum, which dividend shall be calculated,
per share, at such percentage multiplied by $______.
Dividends on all shares of said series issued prior to
the record date for the initial dividend payable on all
shares of such series shall be cumulative from the date
of initial issuance of the shares of such series.
(b) Such series shall not be subject to redemption
prior to _______________; the regular redemption price
for shares of such series shall be $______ per share on
or after _______________, plus an amount equal to accrued
and unpaid dividends to the date of redemption.
(c) 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 $______ per share,
plus an amount equal to accrued and unpaid dividends to
the date of redemption.
[(d)(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 permitted by law, on
_______________, and on each __________ 1 thereafter to
and including _______________, redeem as and for a
sinking fund requirement, out of funds legally available
therefor, a number of shares equal to ______% of the
total number of shares initially classified in Paragraph
__ hereof, at a sinking fund redemption price of $______
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 __________ 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 __________ 1 on which such redemption
may be effected.
(2) The remaining shares of such series
outstanding on __________, ____ will be redeemed, to the
extent permitted by law, by mandatory redemption, out of
funds legally available therefor, on such date at a
mandatory redemption price of $______ per share plus
accrued and unpaid dividends to the date of redemption.
(3) The Corporation shall be entitled, at its
election, to credit against the sinking fund requirement
due on __________ 1 of any year pursuant to clause (d)(1)
of this Paragraph __, shares of such series theretofore
purchased or otherwise acquired by the Corporation and
not previously credited against any such sinking fund
requirement.]
(e) 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.
FURTHER RESOLVED, that a certificate signed by the
Chairman of the Board, the President, or a Vice President and
the Secretary or an Assistant Secretary of the Corporation,
containing a copy of this resolution and a statement of the
manner of its adoption, be filed in the Office of the
Secretary of State of the State of Ohio.
IN WITNESS WHEREOF, the undersigned Vice President and
Assistant Secretary of Ohio Power Company, acting for and on behalf
of said corporation, have hereunto subscribed their names and
caused the seal of said corporation to be hereunto affixed this
______ day of __________, ____.
OHIO POWER COMPANY
By________________________________
Vice President
By________________________________
Assistant Secretary
finance\8347#3.a12
<PAGE> Exhibit D-1
Before the
TENNESSEE PUBLIC SERVICE COMMISSION
In the Matter of the :
APPLICATION :
of : DOCKET NO.__________
APPALACHIAN POWER COMPANY :
TO THE HONORABLE PUBLIC SERVICE COMMISSION
OF THE STATE OF TENNESSEE:
ONE. Your petitioner, Appalachian Power Company
("Appalachian"), respectfully shows that:
(a) It is a corporation duly organized and existing under
the laws of the Commonwealth of Virginia, having its principal office
in said Commonwealth in the City of Roanoke, and is properly
qualified to transact business in the State of Tennessee.
(b) A true copy of its Restated Articles of Incorporation
was filed with your Honorable Commission in Docket No. U-6533.
(c) Appalachian maintains its principal office in the
State of Tennessee in the City of Kingsport, Sullivan County.
TWO. With the consent and approval of the Virginia State
Corporation Commission and the further consent and approval of your
Honorable Commission, Appalachian proposes to issue and sell, from
time to time up to $225,000,000 aggregate principal amount of First
Mortgage Bonds (the "New Bonds"), in one or more new series, through
December 31, 1995.
In Docket No. 93-06777, by Order dated August 17, 1993,
Appalachian was authorized to issue and sell up to $175,000,000
aggregate principal amount of its First Mortgage Bonds in one or more
transactions through June 30, 1994. Pursuant to such authority,
Appalachian has issued $50,000,000 aggregate principal amount of its
First Mortgage Bonds, Designated Secured Medium Term Notes. Because
of the volatility of interest rates and market conditions generally,
it may be necessary to delay issuing some of the additional
$125,000,000 of bonds until after June 30, 1994. Appalachian,
therefore, requests that the authority previously granted be extended
until December 31, 1995. In addition to the extension of such
previous authority, Appalachian proposes to issue an additional
$100,000,000 of its First Mortgage Bonds, for a total of up to
$225,000,000.
Each such series of New Bonds will mature in not less than
9 months and not more than 42 years. The interest rate of the New
Bonds is to be fixed either by (i) competitive bidding or (ii)
through negotiation with underwriters or agents, in which case the
New Bonds will be offered for sale at an initial public offering
price resulting in a yield to maturity which shall not exceed by more
than 3.0% the yield to maturity on United States Treasury Bonds of
comparable maturity at the time of pricing of the New Bonds.
It is difficult to determine, under present market
conditions, whether it would be more advantageous to Appalachian to
sell its New Bonds with a 42-year or some shorter maturity. It is
in the public interest, however, that Appalachian be afforded the
necessary flexibility to adjust its financing program to developments
in the markets for medium and long-term debt securities when and as
they occur in order to obtain the best possible price, interest rate
and terms for its New Bonds. It is proposed, therefore, that
Appalachian will decide at a subsequent date whether there will be
more than one series, and on the maturity of each series, of the New
Bonds. Appalachian will agree to specific redemption provisions,
if any, at the time of the pricing of the New Bonds.
THREE. The New Bonds will be issued under and secured,
together with the presently outstanding First Mortgage Bonds, by the
Mortgage and Deed of Trust dated as of December 1, 1940, made by
Appalachian to Bankers Trust Company and R. Gregory Page, as
Trustees, as heretofore supplemented and amended (on file in Docket
Nos. 2460, 2855, U-3044, U-3178, U-3321, U-3468, U-3973, U-4163, U-
4524, U-5069, U-5255, U-5319, U-5394, U-5547, U-5646, U-5732, U-5800,
U-5893, U-6134, U-6139, U-6266, U-6321, U-6360, U-6533, U-6761, U-
6791, U-6885, U-6984, U-82-7153, U-83-7257, U-86-7481, U-87-7519,
89-11869, 91-05060, 91-08689, 92-13376, 93-01795 and 93-06777, and
as to be further supplemented and amended by one or more Indentures
Supplemental to the Mortgage and Deed of Trust. There are attached
hereto as Exhibits A and B the forms of Supplemental Indenture
proposed to be utilized by Appalachian for one or more series of the
New Bonds (except for provisions such as interest rate, maturity,
redemption terms and certain administrative matters). Such forms
of Supplemental Indenture contain a more complete description of the
terms of the New Bonds.
FOUR. Appalachian further proposes to issue and sell from
time to time through December 31, 1995, in one or more series, shares
of its no par Cumulative Preferred Stock with an aggregate
involuntary liquidation price of up to $30,000,000 (the "new
Cumulative Preferred Stock"). Each series of the new Cumulative
Preferred Stock would have an involuntary liquidation price of $25
per share or $100 per share. The dividend rate (which will be
expressed in a multiple of $.01 in the case of series with an
involuntary liquidation price of $25 per share and in a multiple of
.01% in the case of series with an involuntary liquidation price of
$100 per share) and the amount per share to be paid by Appalachian
as compensation to the purchasers of the new Cumulative Preferred
Stock will be determined at the time of the sale or sales by
competitive bidding. If market conditions should not be propitious
for the sale of the new Cumulative Preferred Stock on a competitive
bidding basis, Appalachian proposes to place the new Cumulative
Preferred Stock privately with institutional investors or to
negotiate with underwriters for the sale of the new Cumulative
Preferred Stock. The dividend rate (based on the involuntary
liquidation price) on the new Cumulative Preferred Stock will be a
rate which will result in a yield, calculated by dividing (a) the
annual dividend (expressed in dollars) by (b) an amount equal to (i)
the price to be paid to Appalachian less (ii) the underwriting
compensation or the commission or similar fee paid by Appalachian,
which will not exceed by more than 3.0% the yield to maturity on
United States Treasury Bonds, the maturity of which is closest to
the average life of the new Cumulative Preferred Stock based on
amounts to be retired pursuant to the sinking fund provisions, if
any, at the date of pricing (for purposes of perpetual cumulative
preferred stock, the 30 year United States Treasury Bond will be
used). The dividend rate would be determined by negotiation with
institutional investors or with underwriters for the sale of the new
Cumulative Preferred Stock and would, in Appalachian's judgment,
represent the lowest cost available to it. If Appalachian determines
to issue the new Cumulative Preferred Stock in more than one series,
Appalachian may wish to sell one or more series on a competitive bid
basis and one or more series on a negotiated basis.
Appalachian will agree to specific redemption provisions,
if any, and sinking fund provisions, if any, at the time of the
pricing of the new Cumulative Preferred Stock.
The new Cumulative Preferred Stock will be issued pursuant
to resolutions to be adopted by the Board of Directors of Appalachian
setting forth the designations and relative rights, preferences,
qualifications, limitations or restrictions of each series of new
Cumulative Preferred Stock. A copy of the Articles of Amendment to
the Restated Articles of Incorporation filed with the State
Corporation Commission of the Commonwealth of Virginia by Appalachian
in its most recent offering of cumulative preferred stock in November
1993 (Docket No. 93-06777) is attached hereto as Exhibit C. It is
proposed that substantially the same form of Articles of Amendment
(except for obvious variable terms such as involuntary liquidation
price, dividend rate, sinking fund provisions, if any, and redemption
provisions, if any), will be used by Appalachian for each series of
the new Cumulative Preferred Stock. Such form of Articles of
Amendment contains a more complete description of the terms of the
new Cumulative Preferred Stock.
FIVE. Any proceeds realized from the sale of the New Bonds
and/or the new Cumulative Preferred Stock, together with any other
funds which may become available to Appalachian, will be used to
refund directly or indirectly long-term debt, to repay short-term
debt at or prior to maturity and for other corporate purposes.
Appalachian's First Mortgage Bonds, 9-7/8% Series due
December 1, 2020, ($50,000,000 principal amount outstanding), 9.35%
Series due August 1, 2021 ($50,000,000 principal amount outstanding)
and 9-1/8% Series due November 1, 2019 ($50,000,000 principal amount
outstanding) are not redeemable prior to December 1, 1995, August
13, 1996 and November 1, 1994, respectively. Appalachian may
purchase such bonds and any other bonds through tender offer,
negotiated, open market or other forms of purchase or otherwise by
means other than redemption, if they can be refunded at a lower
effective cost.
The tender offers will occur if Appalachian considers that
the payment of any premium is prudent in the light of the substantial
amounts of interest expense that could be saved by early redemption
of any of this series, and proposes to treat said premium as an
issuance expense of the New Bonds to be amortized over the life of
the New Bonds. Appalachian intends to utilize deferred tax
accounting for the premium expense, in order properly to match the
amortization of the expense and the related tax effect.
SIX. The issuance of the New Bonds and/or the new
Cumulative Preferred Stock will be effected in compliance with all
applicable indenture, charter and other standards relating to debt
and equity securities and capitalization ratios of Appalachian.
SEVEN. Balance Sheets, Statements of Income, and Retained
Earnings for the twelve months ended December 31, 1993 are attached
hereto as Exhibit D.
EIGHT. No franchise or right is to be capitalized directly
or indirectly by Appalachian except as may be authorized by your
Commission.
WHEREFORE, your Petitioner respectfully prays that your
Honorable Commission enter an order (1) consenting to and approving
the issuance, sale and delivery by Appalachian of up to $225,000,000
aggregate principal amount of New Bonds as in this Application
proposed, to be secured by its Mortgage and Deed of Trust, dated as
of December 1, 1940, as amended and supplemented and as to be further
amended and supplemented by one or more new Supplemental Indentures
in substantially the forms filed as exhibits hereto; the issuance
and sale by Appalachian of one or more new series of its no par
Cumulative Preferred Stock with an involuntary liquidation price of
$30,000,000 and an involuntary liquidation price per share of $25
or $100; and (2) granting to your Petitioner such other, further or
general relief as, in the judgment of your Honorable Commission, your
Petitioner may be entitled to have upon the facts hereinabove set
forth.
APPALACHIAN POWER COMPANY
By__/s/ G. P. Maloney_________
Vice President
Dated: February 24, 1994
Attorneys for Applicant:
_/s/ T. Arthur Scott, Jr._____
T. Arthur Scott, Jr., Esq.
Hunter, Smith & Davis
P.O. Box 3740
Kingsport, TN 37664
_/s/ Thomas G. Berkemeyer_____
Thomas G. Berkemeyer, Esq.
American Electric Power Service Corporation
P.O. Box 16631
Columbus, OH 43216-6631
apfinan.94\stateapp.tn
STATE OF OHIO :
: ss:
COUNTY OF FRANKLIN :
Before me, Mary M. Soltesz, a Notary Public in and for the State
and County aforesaid, this 24th day of February, 1994, personally
appeared G. P. Maloney, to me known to be the person whose name is
signed to the foregoing Application, and after being first duly sworn
made oath and said that he is Vice President of Appalachian Power
Company and that he has read the Application and knows the contents
thereof, that the allegations therein are true and correct to the
best of his knowledge, information and belief, and that he is duly
authorized to make, verify and file this Application for Appalachian
Power Company.
Subscribed and sworn to before me this 24th day of February,
1994.
_/s/ Mary M. Soltesz___
Notary Public
My Commission expires 7-13-94
<PAGE> Exhibit D-2
Before the
STATE CORPORATION COMMISSION
APPLICATION :
of : Case No.
APPALACHIAN POWER COMPANY :
APPLICATION UNDER TITLE 56,
CHAPTER 3, OF THE CODE OF VIRGINIA
APPALACHIAN POWER COMPANY, a corporation duly organized
under the laws of the Commonwealth of Virginia (hereinafter referred
to as "Appalachian"), respectfully shows:
1. Appalachian is a public service corporation organized in
Virginia as a public utility, subject to regulation, inter alia, as
to rates, service and security issues by this Commission and doing
business under the laws of the Commonwealth of Virginia and duly
qualified to transact a public utility business in the State of West
Virginia.
2. Appalachian proposes to issue and sell, from time to time
through December 31, 1995, up to $275,000,000 aggregate principal
amount of First Mortgage Bonds, in one or more new series (the "New
Bonds"). In Case No. PUF 930035, by Order dated August 30, 1993,
Appalachian was authorized to issue and sell up to $175,000,000
aggregate principal amount of its First Mortgage Bonds in one or more
transactions through June 30, 1994. Pursuant to such authority,
Appalachian has issued $50,000,000 aggregate principal amount of its
First Mortgage Bonds, Designated Secured Medium Term Notes. Because
of the volatility of interest rates and market conditions generally,
it may be necessary to delay issuing some of the additional
$125,000,000 of bonds until after June 30, 1994. Appalachian,
therefore, requests that the authority previously granted be extended
until December 31, 1995. In addition to the extension of such
previous authority, Appalachian proposes to issue an additional
$150,000,000 of its First Mortgage Bonds, for a total of up to
$275,000,000.
Each such series to mature in not less than 9 months and
not more than 42 years. The interest rate of the New Bonds is to
be fixed either by (i) competitive bidding or (ii) through
negotiation with underwriters or agents, in which case the New Bonds
will be offered for sale at an initial public offering price
resulting in a yield to maturity which shall not exceed by more than
3.0% the yield to maturity on United States Treasury Bonds of
comparable maturity at the time of pricing of the New Bonds.
It is difficult to determine, under present market
conditions, whether it would be more advantageous to Appalachian to
sell its New Bonds with a 42-year or some shorter maturity. It is
in the public interest, however, that Appalachian be afforded the
necessary flexibility to adjust its financing program to developments
in the markets for medium and long-term debt securities when and as
they occur in order to obtain the best possible price, interest rate
and terms for its New Bonds. It is proposed, therefore, that
Appalachian will decide at a subsequent date whether there will be
more than one series, and on the maturity of each series, of the New
Bonds. Appalachian will agree to specific redemption provisions,
if any, at the time of the pricing of the New Bonds.
The New Bonds will be issued under and secured, together
with the presently outstanding First Mortgage Bonds, by the Mortgage
and Deed of Trust dated as of December 1, 1940, made by Appalachian
to Bankers Trust Company and R. Gregory Page, as Trustees, as
heretofore supplemented and amended (on file in Cases No. 7118, 9022,
9947, 10555, 11183, 11908, 13367, 13857, 15683, S-270, S-352, A-28,
A-42, A-118, A-147, A-209, A-254, A-297, A-394, A-397, A-444, A-483,
A-513, A-614, A-739, A-753, PUA 800002, PUA 800065, PUA 820008, PUA
830066, PUA 860088, PUA 870041, PUA 890040, PUF 910025, PUF 910047,
PUF 920035, PUF 930008 and PUF 930035), and as to be further
supplemented and amended by one or more Indentures Supplemental to
the Mortgage and Deed of Trust. There are attached hereto as
Exhibits A and B the forms of Supplemental Indenture proposed to be
utilized by Appalachian for one or more series of the New Bonds
(except for provisions such as interest rate, maturity, redemption
terms and certain administrative matters). Such forms of
Supplemental Indenture contain a more complete description of the
terms of the New Bonds.
***
3. Appalachian further proposes to issue and sell from time
to time through December 31, 1995, in one or more series, shares of
its no par Cumulative Preferred Stock with an aggregate involuntary
liquidation price of up to $30,000,000 (the "new Cumulative Preferred
Stock"). Each series of the new Cumulative Preferred Stock would
have an involuntary liquidation price of $25 per share or $100 per
share. The dividend rate (which will be expressed in a multiple of
$.01 in the case of series with an involuntary liquidation price of
$25 per share and in a multiple of .01% in the case of series with
an involuntary liquidation price of $100 per share) and the amount
per share to be paid by Appalachian as compensation to the purchasers
of the new Cumulative Preferred Stock will be determined at the time
of the sale or sales by competitive bidding. If market conditions
should not be propitious for the sale of the new Cumulative Preferred
Stock on a competitive bidding basis, Appalachian proposes to place
the new Cumulative Preferred Stock privately with institutional
investors or to negotiate with underwriters for the sale of the new
Cumulative Preferred Stock. The dividend rate (based on the
involuntary liquidation price) on the new Cumulative Preferred Stock
will be a rate which will result in a yield, calculated by dividing
(a) the annual dividend (expressed in dollars) by (b) an amount equal
to (i) the price to be paid to Appalachian less (ii) the underwriting
compensation or the commission or similar fee paid by Appalachian,
which will not exceed by more than 3.0% the yield to maturity on
United States Treasury Bonds, the maturity of which is closest to
the average life of the new Cumulative Preferred Stock based on
amounts to be retired pursuant to the sinking fund provisions, if
any, at the date of pricing (for purposes of perpetual cumulative
preferred stock, the 30 year United States Treasury Bond will be
used). The dividend rate would be determined by negotiation with
institutional investors or with underwriters for the sale of the new
Cumulative Preferred Stock and would, in Appalachian's judgment,
represent the lowest cost available to it. If Appalachian determines
to issue the new Cumulative Preferred Stock in more than one series,
Appalachian may wish to sell one or more series on a competitive bid
basis and one or more series on a negotiated basis.
Appalachian will agree to specific redemption provisions,
if any, and sinking fund provisions, if any, at the time of the
pricing of the new Cumulative Preferred Stock.
The new Cumulative Preferred Stock will be issued pursuant
to resolutions to be adopted by the Board of Directors of Appalachian
setting forth the designations and relative rights, preferences,
qualifications, limitations or restrictions of each series of new
Cumulative Preferred Stock. A copy of the Articles of Amendment to
the Restated Articles of Incorporation filed with the State
Corporation Commission in its most recent offering of cumulative
preferred stock in November 1993 (PUF 930035) is attached hereto as
Exhibit C. It is proposed that substantially the same form of
Articles of Amendment (except for obvious variable terms such as
involuntary liquidation price, dividend rate, sinking fund
provisions, if any, and redemption provisions, if any), will be used
by Appalachian for each series of the new Cumulative Preferred Stock.
Such form of Articles of Amendment contains a more complete
description of the terms of the new Cumulative Preferred Stock.
4. Any proceeds realized from the sale of the New Bonds and/or
the new Cumulative Preferred Stock, together with any other funds
which may become available to Appalachian, will be used to refund
directly or indirectly long-term debt, to repay short-term debt at
or prior to maturity and for other corporate purposes.
Appalachian's First Mortgage Bonds, 9-7/8% Series due December
1, 2020, ($50,000,000 principal amount outstanding), 9.35% Series
due August 1, 2021 ($50,000,000 principal amount outstanding) and
9-1/8% Series due November 1, 2019 ($50,000,000 principal amount
outstanding) are not redeemable prior to December 1, 1995, August
13, 1996 and November 1, 1994, respectively. Appalachian may
purchase such bonds and any other bonds through tender offer,
negotiated, open market or other forms of purchase or otherwise by
means other than redemption, if they can be refunded at a lower
effective cost.
The tender offers will occur if Appalachian considers that
the payment of any premium is prudent in the light of the substantial
amounts of interest expense that could be saved by early redemption
of any of these series, and proposes to treat said premium as an
issuance expense of the New Bonds to be amortized over the life of
the New Bonds. Appalachian intends to utilize deferred tax
accounting for the premium expense, in order properly to match the
amortization of the expense and the related tax effect.
5. The issuance of the New Bonds and/or the new Cumulative
Preferred Stock will be effected in compliance with all applicable
indenture, charter and other standards relating to debt and equity
securities and capitalization ratios of Appalachian.
6. Balance Sheets, Statements of Income, and Retained Earnings
for the twelve months ended December 31, 1993 are attached hereto
as Exhibit D.
Appalachian, therefore, asks that an Order be entered by this
Commission granting all requisite authorization under the laws of
Virginia for the transactions herein proposed.
Dated: March 7, 1994
APPALACHIAN POWER COMPANY
By /s/ G. P. Maloney
Vice President
and By /s/ Jeffrey D. Cross
Assistant Secretary
Attorneys for Applicant - Appalachian Power Company:
Thomas G. Berkemeyer, Esq.
American Electric Power Service Corporation
1 Riverside Plaza
Columbus, Ohio 43215
H. Allen Glover, Jr., Esq.
George J. A. Clemo, Esq.
Woods, Rogers & Hazlegrove
Dominion Tower, Suite 1400
10 South Jefferson Street
Roanoke, Virginia 24011
apfinan.94\stateapp.va
STATE OF OHIO )
COUNTY OF FRANKLIN )
Before me, Mary M. Soltesz, a Notary Public in and for the State
and County aforesaid, this 7th day of March, 1994, personally
appeared G. P. Maloney and Jeffrey D. Cross, to me known to be the
persons whose names are signed to the foregoing Application, and
after being first duly sworn made oath and said that they are Vice
President and Assistant Secretary of Appalachian Power Company,
respectively, that they have read the Application and know the
contents thereof, that the allegations therein are true and correct
to the best of their knowledge, information and belief, and that they
are duly authorized to make, verify and file the Application for
Appalachian Power Company.
Subscribed and sworn to before me this 7th day of March, 1994.
/s/ Mary M. Soltesz
Notary Public
My Commission expires 7-13-94
<PAGE> Exhibit D-3
BEFORE THE TENNESSEE PUBLIC SERVICE COMMISSION
Nashville, Tennessee
April 8, 1994
IN RE: APPLICATION OF APPALACHIAN POWER COMPANY FOR PERMISSION
TO ISSUE AND SELL FIRST MORTGAGE BONDS AND CUMULATIVE
PREFERRED STOCK
DOCKET NO. 94-00634
ORDER
This matter is before the Tennessee Public Service
Commission upon the application of Appalachian Power Company (the
"Company") for permission to issue and sell, at competitive
bidding or negotiated sale, from time to time through December
31, 1995, up to $275,000,000 aggregate principal amount of its
First Mortgage Bonds, in one or more new series, each such series
to mature in not less than nine (9) months and not more than
forty-two (42) years. Additionally, the Company proposed,
subject to receipt of appropriate authorization, to issue and
sell from time to time through December 31, 1995, in one or more
series, shares of its no par Cumulative Preferred Stock with an
aggregate involuntary liquidation price of up to $30,000,000, and
an involuntary liquidation price per share of $25 per share or
$100 per share.
This matter was considered at the Commission Conference on
April 5, 1994.
Appalachian sells no electricity to Tennessee ratepayers,
but owns property in this state and provides wholesale power to
Kingsport Power Company, a sister corporation. Appalachian is a
distributor of electric power in Virginia and has filed a similar
petition before that state's regulatory commission which has
approved such petition.
The Commission Staff has submitted memorandum recommending
approval of the proposed use of Bonds and Stocks.
IT IS THEREFORE ORDERED:
1. That Appalachian Power Company be, and the same is
hereby authorized to issue and sell from time to time, through
December 31, 1995, up to $275,000,000 principal amount of First
Mortgage Bonds, in one or more new series to mature in not less
than nine (9) months and not more than forty-two (42) years, to
be secured by its Mortgage and Deed of Trust as amended and
supplemented and as to be amended and supplemented by the new
Indenture Supplemental with terms substantially similar to those
contained in the representative forms attached as exhibits to the
Application;
2. That Appalachian Power Company be and the same is
hereby authorized to issue and sell from time to time through
December 31, 1995, in one or more series, shares of its no par
Cumulative Preferred Stock with an aggregate involuntary
liquidation price of $30,000,000 and involuntary liquidation
price per share of $25 per share or $100 per share;
3. That any party aggrieved with the Commission's decision
in this matter may file a Petition for Reconsideration with the
Commission within ten (10) days from and after the date of this
Order;
4. That any party aggrieved by the Commission's decision
in this matter has the right of judicial review by filing a
Petition for Review in the Tennessee Court of Appeals, Middle
Section, within sixty (60) days from and after the date of this
Order.
__/s/ Frank D. Cochran______
CHAIRMAN
__/s/ Keith Bussell_________
ATTEST COMMISSIONER
__/s/ Paul Allen_________ __/s/ Stephen Hewlett_______
EXECUTIVE DIRECTOR COMMISSIONER
apfinan.94\order.tn
<PAGE> Exhibit D-4
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
AT RICHMOND, MARCH 31, 1994
APPLICATION OF
APPALACHIAN POWER COMPANY CASE NO. PUF940002
For authority to issue debt
and preferred stock
ORDER GRANTING AUTHORITY
On March 8, 1994, Appalachian Power Company ("Appalachian"
or "Applicant") filed an application under Chapter 3 of Title 56
of the Code of Virginia for authority to issue and sell first
mortgage bonds ("New Bonds") and cumulative preferred stock
("Preferred"). Applicant paid the requisite fee of $250.
Applicant requests authority to issue and sell up to $275
million of New Bonds and up to $30 million of Preferred, from
time to time, through December 31, 1995. In Case No. PUF930035,
by order dated August 30, 1993, Applicant was authorized to issue
and sell up to $175,000,000 aggregate principal amount of bonds
through June 30, 1994. Pursuant to that authority, Applicant has
issued $50,000,000 aggregate principal amount of bonds.
Applicant requests that such authority be extended until December
31, 1995. In addition, Applicant proposes to issue an additional
$150,000,000 of first mortgage bonds, resulting in the requested
amount of $275,000,000.
Applicant proposes to issue the New Bonds in one or more
series with maturities of not less than nine (9) months and not
more than forty-two (42) years, depending on market conditions
and Applicant's needs at the time of issuance. The respective
interest or dividend rates on the New Bonds and Preferred will be
set at the time of issuance by competitive bidding or negotiated
underwriting. Any proceeds realized from the sale of New Bonds
and/or Preferred will be used to refund long-term debt, to repay
short-term debt, and to accomplish other proper corporate
purposes.
The Commission, upon consideration of the application and
having been advised by Staff, is of the opinion and finds that
approval of the application will not be detrimental to the public
interest. The Commission is also of the opinion that the
authority granted in Case No. PUF930035 for the unissued portion
of $175,000,000 aggregate principal amount of bonds, or
$125,000,000, should be terminated and superseded by authority
granted herein. Accordingly,
IT IS ORDERED:
1) That Applicant is hereby authorized to issue and sell
New Bonds up to an aggregate principal amount of $275 million,
and to issue and sell Preferred up to an aggregate principal
amount of $30 million, through December 31, 1995, all in a
manner, under the terms and conditions, and for the purposes as
set forth in the application;
2) That the authority granted in Case No. PUF930035 for
the unissued portion of $175,000,000 aggregate principal amount
of bonds, or $125,000,000, shall be terminated and superseded by
authority granted herein;
3) That Applicant shall submit a preliminary report within
seven (7) days after issuing any New Bonds or Preferred pursuant
to this Order, which shall include the issuance and maturity
date, security type, amount issued, price to public, net proceeds
to Applicant, interest rate or dividend yield thereon, and the
comparable term Treasury yield (or interpolated yield if there
are no comparable Treasuries) at the time of sale of any New
Bonds or Preferred;
4) That within sixty (60) days after the end of each
calendar quarter through December 31, 1995, Applicant shall file
a more detailed report with respect to all securities herein
authorized and sold during the calendar quarter, to include:
a. a copy of the prospectus for the security issued,
and a list describing any other contracts or agreements executed
for the purpose of issuing the security,
b. the security type, date of issue, date of
maturity, principal amount, interest rate, or dividend yield,
comparable Treasury yield (or interpolated yield) at the time of
issue, underwriters' names, underwriters' fees, other issuance
expenses, and net proceeds to the Applicant,
c. the cumulative principal amount issued to date
under the authority granted herein, and the amount remaining to
be issued,
d. a general statement of the purposes for which the
securities were issued, and if the purpose is to refund an
outstanding issue, a detailed analysis of the savings due to the
new issue which shows the effective cost rate of the redeemed
issue compared to the new issue,
e. a detailed account of any gain or loss on debt or
preferred stock that is reacquired by proceeds from securities
herein authorized and issued;
5) That Applicant shall file a Final Report of Action on
or before June 30, 1996, to provide the information outlined in
ordering paragraph 4 for the quarter ended December 31, 1995,
along with a detailed schedule of all issuance expenses incurred
to date, including an explanation of any variance to the
estimated expenses contained in the application, and a balance
sheet reflecting the action taken;
6) That approval of the application shall have no
implications for ratemaking purposes; and
7) That this case shall be continued, subject to the
continuing review, audit, and appropriate directive of the
Commission.
AN ATTESTED COPY hereof shall be sent to Applicant,
attention of Thomas G. Berkemeyer, Attorney, American Electric
Power Service Corporation, 1 Riverside Plaza, Columbus, Ohio
43215; and to the Division of Economics and Finance of the
Commission.
/s/ William J. Bridge
Clerk of the State Corporation Commission
apfinan.94\order.va
<PAGE> Exhibit D-5
Before
THE PUBLIC UTILITIES COMMISSION OF OHIO
.........................................
:
In the Matter of :
The application of COLUMBUS SOUTHERN :
POWER COMPANY for authority : Case No. 94-____-EL-AIS
to (A) issue and sell First :
Mortgage Bonds of one or more :
new series and (B) issue and :
sell one or more series of :
Cumulative Preferred Stock :
........................................:
APPLICATION AND STATEMENT
TO THE HONORABLE
THE PUBLIC UTILITIES COMMISSION OF OHIO:
Your Applicant, Columbus Southern Power Company,
respectfully shows:
FIRST: Applicant is an Ohio corporation engaged in the
business of supplying to consumers within the State of Ohio
electricity for light, heat and power purposes and is a public
utility as defined by the Ohio Revised Code.
SECOND: Applicant's authorized and outstanding capital stock
as of December 31, 1993 was as follows:
(1) 24,000,000 shares of Common Stock without par value
authorized, of which there were 16,410,426 shares issued and
outstanding;
(2) 2,500,000 Cumulative Preferred Shares (par value
$100) authorized, of which there were issued and outstanding a
9.50% Series consisting of 750,000 shares and a 7-7/8% Series
consisting of 500,000 shares; and
(3) 7,000,000 Cumulative Preferred Shares (par value
$25) authorized, of which there were none issued and outstanding.
THIRD: The outstanding funded debt of the Applicant as of
December 31, 1993 consisted of the following issues, all issued
pursuant to former orders of your Honorable Commission:
1. First Mortgage Bonds, 6-1/4% Series due 1997 . . $ 14,640,000
2. First Mortgage Bonds, 7% Series due 1998 . . . . $ 24,750,000
3. First Mortgage Bonds, 9% Series due 1999 . . . . $ 20,000,000
4. First Mortgage Bonds, 8-5/8% Series due 1996 . . $100,000,000
5. First Mortgage Bonds, 9% Series due 2017 . . . . $100,000,000
6. First Mortgage Bonds, 8.95% Series due 1995 . . $ 30,000,000
7. First Mortgage Bonds, 9.15% Series due 1998 . . $ 57,000,000
8. First Mortgage Bonds, 9.625% Series due 2021 . . $ 50,000,000
9. First Mortgage Bonds, 9.31% Series due 2001 . . $ 30,000,000
10. First Mortgage Bonds, 7.95% Series due 2002 . . $ 40,000,000
11. First Mortgage Bonds, 8.70% Series due 2022 . . $ 35,000,000
12. First Mortgage Bonds, 8.55% Series due 2022 . . $ 15,000,000
13. First Mortgage Bonds, 8.40% Series due 2022 . . $ 70,000,000
14. First Mortgage Bonds, 7.25% Series due 2002 . . $ 75,000,000
15. First Mortgage Bonds, 7.15% Series due 2002 . . $ 20,000,000
16. First Mortgage Bonds, 7.90% Series due 2023 . . $ 50,000,000
17. First Mortgage Bonds, 6.80% Series due 2003 . . $ 50,000,000
18. First Mortgage Bonds, 6.60% Series due 2003 . . $ 40,000,000
19. First Mortgage Bonds, 7.75% Series due 2023 . . $ 40,000,000
20. First Mortgage Bonds, 6.10% Series due 2003 . . $ 20,000,000
Other Long-Term Debt (including capital leases) . . $___________
Applicant had approximately $__________ of short-term debt out-
standing at December 31, 1993. Since December 31, 1993, Applicant
has issued $50,000,000 principal amount of First Mortgage Bonds,
7.45% Series due 2024, and $50,000,000 principal amount of First
Mortgage Bonds, 6.55% Series due 2004. In addition, Applicant has
called the First Mortgage Bonds, 8-5/8% Series due 1996, for
redemption at their regular redemption price of 100.00% on February
12, 1994 and the First Mortgage Bonds, 9% Series due 1999, for
redemption at their regular redemption price of 101.74% on February
12, 1994.
FOURTH: There is attached hereto as Exhibit A financial
statements, including balance sheets and statements of income and
retained earnings, of the Applicant as of September 30, 1993.
FIFTH: To provide Applicant with necessary capital for the
purposes set forth herein, Applicant proposes, with the consent and
approval of your Honorable Commission, to extend the authority
granted to Applicant in Case No. 93-1229-EL-AIS, by Order dated
September 16, 1993, to issue and sell up to $255,000,000 aggregate
principal amount of its First Mortgage Bonds (the "New Bonds")
through June 30, 1995. Applicant was authorized to issue and sell
up to $255,000,000 aggregate principal amount of its First Mortgage
Bonds in one or more transactions through June 30, 1994. Pursuant
to such authority, Applicant has issued $100,000,000 aggregate
principal amount of its First Mortgage Bonds, Designated Secured
Medium Term Notes. Because of the volatility of interest rates and
market conditions generally, it may be necessary to delay issuing
some of the additional bonds until after June 30, 1994. Applicant,
therefore, requests that the authority previously granted be
extended until June 30, 1995.
Each series of New Bonds will mature in not less than 9
months and not more than 42 years. The interest rate of the New
Bonds is to be fixed either by (i) competitive bidding or (ii)
through negotiation with underwriters or agents, in which case the
New Bonds will be offered for sale at an initial public offering
price resulting in a yield to maturity which shall not exceed by
more than 2.5% the yield to maturity on United States Treasury
Bonds of comparable maturity at the time of pricing of the New
Bonds. The commission payable to agents or underwriters will not
exceed 1.25% of the principal amount of the New Bonds sold.
It is difficult to determine, under present market
conditions, whether it would be more advantageous to Applicant to
sell its New Bonds with a 42-year or some shorter maturity. It is
in the public interest, however, that Applicant be afforded the
necessary flexibility to adjust its financing program to
developments in the markets for medium and long-term debt
securities when and as they occur in order to obtain the best
possible price, interest rate and terms for its New Bonds. It is
proposed, therefore, that Applicant will decide at a subsequent
date whether there will be more than one series, and on the
maturity of each series of the New Bonds. Applicant will agree to
specific redemption provisions, if any, at the time of the pricing
of the New Bonds.
SIXTH: The New Bonds will be issued under and secured,
together with the Applicant's presently outstanding First Mortgage
Bonds, and any Bonds of other series hereafter issued, by the
Indenture of Mortgage and Deed of Trust, dated as of September 1,
1940, as supplemented and amended (the "Mortgage"), as to be
further supplemented and amended by one or more Supplemental
Indentures. Copies of the forms of Supplemental Indenture for New
Bonds proposed to be utilized by Applicant for one or more series
of the New Bonds (except for provisions such as interest rate,
maturity, redemption terms and certain administrative matters are
attached hereto as Exhibits B and C, respectively). Such forms of
Supplemental Indenture contain a more complete description of the
terms of the New Bonds.
* * *
SEVENTH: In addition to the issuance of the New Bonds,
Applicant further proposes, subject to necessary authorization, to
issue and sell from time to time through June 30, 1995, in one or
more series, up to $30,000,000 aggregate par value of its
Cumulative Preferred Stock, par value $25 per share and/or par
value $100 per share (the "New Stock").
The dividend rate (which will be expressed in a multiple
of $.01 in the case of $25 par value series and in a multiple of
.01% in the case of $100 par value series) and the amount per share
to be paid by Applicant as compensation to the purchasers of the
New Stock will be determined at the time of the sale or sales by
competitive bidding. If market conditions should not be propitious
for the sale of the New Stock on a competitive bidding basis,
Applicant proposes to place the New Stock privately with
institutional investors or to negotiate with underwriters for the
sale of the New Stock. If Applicant sells the New Stock on a
negotiated or private basis, it may pay as underwriting compensa-
tion or a commission or similar fee an amount not greater than 3.0%
of the aggregate par value of the New Stock.
The dividend rate (based on the par value) of the New
Stock will be a rate which will result in a yield, calculated by
dividing (a) the annual dividend (expressed in dollars) by (b) an
amount equal to (i) the price to be paid to Applicant less (ii) the
underwriting compensation or the commission or similar fee paid by
Applicant, which will not exceed by more than 3.0% the yield to
maturity on United States Treasury Bonds, the maturity of which is
closest to the average life of the New Stock based on amounts to be
retired pursuant to any mandatory retirement provisions at the date
of pricing (for purposes of perpetual cumulative preferred stock,
the 30 year United States Treasury Bond will be used). The
dividend rate would be determined by negotiation with institutional
investors or with underwriters for the sale of the New Stock and
would, in Applicant's judgment, represent the lowest cost available
to it. If Applicant determines to issue the New Stock in more than
one series, Applicant may wish to sell one or more series on a
competitive bid basis and one or more series on a negotiated basis.
Applicant will agree to specific redemption provisions,
if any, and sinking fund provisions, if any, at the time of the
pricing of the New Stock.
The New Stock will be issued pursuant to an Amendment to
the Amended Articles of Incorporation of the Applicant to be
adopted by the Board of Directors of the Applicant setting forth
the designations and relative rights, preferences, qualifications,
limitations or restrictions of each series of New Stock. A copy of
the Certificate of Amendment filed with this Commission in its most
recent offering of cumulative preferred stock in 1992 is attached
hereto as Exhibit D. It is proposed that substantially the same
form of Certificate of Amendment (except for obvious variable terms
such as par value, dividend rate, sinking fund provisions, if any,
and redemption provisions, if any), will be used by Applicant for
each series of the New Stock. Such form of Certificate of
Amendment contains a more complete description of the terms of the
New Stock.
EIGHTH: The issuance of the New Bonds and/or the New Stock
will be effected in compliance with all applicable indenture,
charter and other standards relating to debt and equity securities
and capitalization ratios of the Applicant.
NINTH: Any proceeds realized from the sale of the New Bonds
and New Stock will be used to refund directly or indirectly long-
term debt, to repay short-term indebtedness or for other corporate
purposes. At December 31, 1993, Applicant had approximately
$__________ of short-term debt outstanding.
Applicant's First Mortgage Bonds, 9% Series due 2017,
($100,000,000 principal amount outstanding) may be redeemed at
their regular redemption price of 105.40% beginning March 1, 1994.
Applicant may redeem said series of Bonds if they can be refunded
at a lower effective cost. Applicant's First Mortgage Bonds,
9.625% Series due June 1, 2021, ($50,000,000 principal amount
outstanding) and 9.31% Series due August 1, 2001 ($30,000,000
principal amount outstanding) are not redeemable prior to June 12,
1996 and August 1, 1996, respectively. Applicant may purchase such
bonds through tender offer, negotiated, open market or other forms
of purchase or otherwise by means other than redemption, if they
can be refunded at a lower effective cost. Applicant proposes to
treat said premiums as an issuance expense of the New Bonds, to be
amortized over the life of the New Bonds. Applicant intends to
utilize deferred tax accounting for the premium expense, in order
to properly match the amortization of the expense and the related
tax effect.
TENTH: The actual cost of the New Bonds and New Stock will be
determined at the time of the sale or sales thereof. The net
effect on revenue requirements resulting from issuance of the New
Bonds and New Stock will be reflected in the determination of
required revenue in rate proceedings in which all factors affecting
rates are taken into account according to law.
ELEVENTH: This application is filed pursuant to Sections
4905.40 and 4905.41 of the Ohio Revised Code.
WHEREFORE: Applicant prays for authority from your
Honorable Commission to issue and sell in the manner set forth
herein up to $155,000,000 principal amount of its First Mortgage
Bonds, in one or more new series, with a maturity of not less than
nine months and not more than forty-two years, to be secured by the
Mortgage and up to $30,000,000 aggregate par value of its
Cumulative Preferred Stock, in one or more series, and to apply the
proceeds of the sale thereof, all as proposed and described in this
Application.
Applicant prays for all other and further relief
necessary and appropriate in the premises.
Respectfully submitted this 4th day of February, 1994.
COLUMBUS SOUTHERN POWER COMPANY
By /s/ G. P. Maloney
Vice President
By /s/ John F. Di Lorenzo, Jr.
Secretary
cspfinan.94\pucoapp.csp
STATE OF OHIO )
) SS:
COUNTY OF FRANKLIN )
Before me, a Notary Public in and for Franklin County in
the State of Ohio, personally appeared G. P. Maloney and John F. Di
Lorenzo, Jr., Vice President and Secretary, respectively, of
Columbus Southern Power Company, the Applicant in the foregoing
application, and each being duly sworn says that the facts and
allegations herein contained are true to the best of his knowledge
and belief.
/s/ Mary M. Soltesz
Notary Public
My Commission expires 7-13-94
Dated: February 4, 1994
EXHIBIT A
Financial Statements of Applicant as of September 30, 1993
EXHIBIT B
Form of Supplemental Indenture - New Bonds
EXHIBIT C
Form of Supplemental Indenture - MTNs
EXHIBIT D
Form of Certificate of Amendment for the New Stock
<PAGE> Exhibit D-6
BEFORE THE PUBLIC UTILITIES COMMISSION OF OHIO
In the Matter of the Application of )
OHIO POWER COMPANY for Authority to )
(A) Issue and Sell First Mortgage ) Case No. 94-151-EL-AIS
Bonds of One or More New Series and )
(B) Issue and Sell One or More New )
Series of Cumulative Preferred Stock. )
In the Matter of the Application of )
COLUMBUS SOUTHERN POWER COMPANY for )
Authority to (A) Issue and Sell ) Case No. 94-237-EL-AIS
First Mortgage Bonds of One or More )
New Series and (B) Issue and Sell )
One or More Series of Cumulative )
Preferred Stock. )
FINDING AND ORDER
The Commission finds:
(1) Applicants, Ohio Power Company and Columbus Southern Power
Company, are Ohio corporations and public utilities, as
defined in Section 4905.02, Revised Code, subject to the
jurisdiction of this Commission.
(2) These Applications (hereinafter referred to as the
"Application") are filed under the provisions of Section
4905.401, Revised Code.
(3) Applicants are requesting consent and authority through June
30, 1995, to issue and sell, from time to time, in one more
new series of their Cumulative Preferred Stock, par value
$25 per share and/or par value $100 per share (the "New
Stock"), in aggregate principal amounts of up to $70 million
and $25 million, respectively, pursuant to the terms and
conditions as set forth in the Application and Exhibits.
(4) The New Stock will be sold either through competitive
bidding, negotiation with underwriters or private placement
with institutional investors. The New Stock may contain
mandatory or optional redemption provisions.
(5) The proceeds from the sale of the New Stock will be used by
the Companies to refund long-term debt and cumulative
preferred stock, to repay short-term debt and for other
corporate purposes.
(6) The proposed guidelines or parameters set forth in the
Application are intended to facilitate the issuance of the
New Stock on the best terms possible and at the lowest cost.
The authorization of the sale of the New Stock within the
parameters set forth in the Application in no way relieves
the Applicants of their responsibilities to negotiate and
obtain the best terms available.
(7) The effect on the Applicants' revenue requirements resulting
from the issuance of the New Stock will be reflected in the
determination of required revenue in rate proceedings in
which all factors affecting rates are taken into account
according to law.
(8) The amount of the New Stock, the cost to Applicants and all
other terms, to be determined by means of private arm's
length negotiations between the Applicants and their
underwriters, purchasers or agents, consistent with the
parameters set forth in the Application, do not appear to be
unjust or unreasonable.
(9) Based on information contained in the Applications, as
supplemented and amended, the exhibits thereto, and other
documentary information to which the Commission has access,
the purposes to which the proceeds from the issue and sale
of the New Stock shall be applied appear to be reasonably
required by the Applicants to meet their present and
prospective obligations to provide utility service and the
Commission is satisfied that consent and authority should be
granted.
It is, therefore,
ORDERED, That Applicants, Ohio Power Company and Columbus
Southern Power Company, are authorized to issue and sell, from
time to time, through March 29, 1995, in one or more new series
of their Cumulative Preferred Stock, par value $25 per share
and/or par value $100 per share, in aggregate principal amounts
of up to $70 million and $25 million, respectively, consistent
with the parameters set forth in the respective Applications and
Exhibits. It is, further,
ORDERED, That Applicants are authorized to apply the net
proceeds from the sale of their New Stock for the purposes set
forth in this Order and otherwise pursuant to Section 4905.40,
Revised Code. It is, further,
ORDERED, That Applicants shall account for the issuance of
the New Stock as prescribed by the Federal Energy Regulatory
Commission Uniform System of Accounts as currently in effect. It
is, further,
ORDERED, That after the New Stock authorized by this Order
are issued, Applicants shall report to this Commission as soon as
practicable, the terms and full particulars regarding each sale
of the New Stock. It is, further,
ORDERED, That nothing in this Order shall be construed to
imply any guaranty or obligation by the Commission to assure
completion of any specific construction project of the
Applicants. It is, further,
ORDERED, That nothing in this Order shall be construed to
imply any guaranty, obligation or endorsement of the New Stock or
the associated dividend, on the part of the State of Ohio. It
is, further,
ORDERED, That nothing in this Order shall be deemed to be
binding upon this Commission in any future proceeding or
investigation involving the justness or reasonableness of any
rate, charge, rule or regulation of the Applicants. It is,
further,
ORDERED, That a copy of this Order be served upon all
parties of record.
THE PUBLIC UTILITIES COMMISSION OF OHIO
/s/ Craig A. Glazer
Craig A. Glazer, Chairman
/s/ J. Michael Biddison /s/ Jolynn Barry Butler
J. Michael Biddison Jolynn Barry Butler
/s/ Richard M. Fanelly /s/ David W. Johnson
Richard M. Fanelly David W. Johnson
Entered in the Journal
March 30, 1994
A True Copy
/s/ Gary E. Tigorito
Secretary
cspcocps.94\pucorder
<PAGE> Exhibit D-7
Before
THE PUBLIC UTILITIES COMMISSION OF OHIO
..............................................
:
In the Matter of :
The application of :
OHIO POWER COMPANY :
for authority to (A) issue and sell : Case No. 94-___-EL-AIS
First Mortgage Bonds of one or more :
new series and (B) issue and sell one or :
more series of Cumulative Preferred Stock :
.............................................:
APPLICATION AND STATEMENT
TO THE HONORABLE
THE PUBLIC UTILITIES COMMISSION OF OHIO:
Your Applicant, Ohio Power Company, respectfully shows:
FIRST: Applicant is an Ohio corporation engaged in the business
of supplying to consumers within the State of Ohio electricity for
light, heat and power purposes and is a public utility as defined by
the Ohio Revised Code.
SECOND: Applicant's authorized and outstanding capital stock as
of December 31, 1993 was as follows:
(1) 40,000,000 shares of Common Stock without par value
authorized, of which there were 27,952,473 shares issued and
outstanding;
(2) 3,762,403 shares of Cumulative Preferred Stock (par
value $100) authorized, of which the following were issued and
outstanding: a 4-1/2% Series consisting of 202,403 shares; a 4.40%
Series consisting of 100,000 shares; a 4.08% Series consisting of
50,000 shares; a 4.20% Series consisting of 60,000 shares; a 8.04%
Series consisting of 150,000 shares; a 7.60% Series consisting of
350,000 shares; a 7-6/10% Series consisting of 350,000 shares; a
6.35% Series consisting of 300,000 shares; a 6.02% Series consisting
of 400,000 shares; a 5.90% Series consisting of 450,000 shares; and
(3) 4,000,000 shares of Cumulative Preferred Stock (par
value $25) authorized, none of which are issued and outstanding.
THIRD: The outstanding funded debt of the Applicant as of
December 31, 1993 consisted of the following issues, all issued
pursuant to former orders of your Honorable Commission:
1. First Mortgage Bonds, 5% Series due 1996 . . . . $ 38,759,000
2. First Mortgage Bonds, 6-1/2% Series due 1997 . . $ 46,620,000
3. First Mortgage Bonds, 6-3/4% Series due 1998 . . $ 55,661,000
4. First Mortgage Bonds, 7-5/8% Series due 2002 . . $ 16,910,000
5. First Mortgage Bonds, 7-3/4% Series due 2002 . . $ 24,000,000
6. First Mortgage Bonds, 9-7/8% Series due 2020 . . $ 50,000,000
7. First Mortgage Bonds, 9.625% Series due 2021 . . $ 50,000,000
8. First Mortgage Bonds, 8.10% Series due 2002 . . $ 50,000,000
9. First Mortgage Bonds, 8.80% Series due 2022 . . $ 50,000,000
10. First Mortgage Bonds, 8.25% Series due 2002 . . $ 50,000,000
11. First Mortgage Bonds, 8.75% Series due 2022 . . $ 50,000,000
12. First Mortgage Bonds, 6.75% Series due 2003 . . $ 40,000,000
13. First Mortgage Bonds, 7.75% Series due 2023 . . $ 40,000,000
14. First Mortgage Bonds, 6.875% Series due 2003 . . $ 40,000,000
15. First Mortgage Bonds, 7.85% Series due 2023 . . $ 40,000,000
16. First Mortgage Bonds, 7.375% Series due 2023 . . $ 40,000,000
17. First Mortgage Bonds, 6.55% Series due 2003 . . $ 40,000,000
18. First Mortgage Bonds, 6.00% Series due 2003 . . $ 25,000,000
19. First Mortgage Bonds, 7.10% Series due 2023 . . $ 25,000,000
20. First Mortgage Bonds, 6.15% Series due 2003 . . $ 50,000,000
21. First Mortgage Bonds, 7.30% Series due 2024 . . $ 25,000,000
Other Long-Term Debt (including capital leases;
excluding premiums and discounts) . . $290,893,000
Applicant had $38,000,000 of short-term debt outstanding at
December 31, 1993.
FOURTH: There is attached hereto as Exhibit A financial
statements, including balance sheets and statements of income and
retained earnings of the Applicant as of September 30, 1993.
FIFTH: To provide Applicant with necessary capital for the
purposes set forth herein, Applicant proposes, with the consent and
approval of your Honorable Commission, to extend the authority
granted to Applicant in Case No. 93-1230-EL-AIS, by Order dated
September 9, 1993, to issue and sell up to $160,000,000 aggregate
principal amount of its First Mortgage Bonds (the "New Bonds")
through June 30, 1995. Applicant was authorized to issue and sell
up to $160,000,000 aggregate principal amount of its First Mortgage
Bonds in one or more transactions through June 30, 1994. Pursuant
to such authority, Applicant has issued $75,000,000 aggregate
principal amount of its First Mortgage Bonds, Designated Secured
Medium Term Notes. Because of the volatility of interest rates and
market conditions generally, it may be necessary to delay issuing
some of the additional bonds until after June 30, 1994. Applicant,
therefore, requests that the authority previously granted be
extended until June 30, 1995.
Each series of New Bonds will mature in not less than 9
months and not more than 42 years (the "New Bonds"). The interest
rate of the New Bonds is to be fixed either by (i) competitive
bidding or (ii) through negotiation with underwriters or agents, in
which case the New Bonds will be offered for sale at an initial
public offering price resulting in a yield to maturity which shall
not exceed by more than 2.5% the yield to maturity on United States
Treasury Bonds of comparable maturity at the time of pricing of the
New Bonds. The commission payable to agents or underwriters will
not exceed 1.25% of the principal amount of the New Bonds sold.
It is difficult to determine, under present market
conditions, whether it would be more advantageous to Applicant to
sell its New Bonds with a 42-year or some shorter maturity. It is
in the public interest, however, that Applicant be afforded the
necessary flexibility to adjust its financing program to
developments in the markets for medium and long-term debt
securities when and as they occur in order to obtain the best
possible price, interest rate and terms for its New Bonds. It is
proposed, therefore, that Applicant will decide at a subsequent
date whether there will be more than one series, and on the
maturity of each series of the New Bonds. Applicant will agree to
specific redemption provisions, if any, at the time of the pricing
of the New Bonds.
SIXTH: The New Bonds will be issued under and secured,
together with the Applicant's presently outstanding First Mortgage
Bonds, and any Bonds of other series hereafter issued, by the
Mortgage and Deed of Trust, dated as of October 1, 1938, as
supplemented and amended (the "Mortgage"), as to be further
supplemented and amended by one or more Supplemental Indentures.
Copies of the forms of Supplemental Indenture for New Bonds
proposed to be utilized by Applicant for one or more series of the
New Bonds (except for provisions such as interest rate, maturity,
redemption terms and certain administrative matters are attached
hereto as Exhibits B and C, respectively). Such forms of
Supplemental Indenture contain a more complete description of the
terms of the New Bonds.
* * *
SEVENTH: In addition to the issuance of the New Bonds,
Applicant further proposes, subject to necessary authorization, to
issue and sell from time to time through June 30, 1995, in one or
more series, up to $85,000,000 aggregate par value of its
Cumulative Preferred Stock, par value $25 per share and/or par
value $100 per share (the "New Stock"). In Case No. 93-1230-EL-
AIS, by Order dated September 9, 1993, Applicant was authorized to
issue and sell through June 30, 1994, up to $100,000,000 aggregate
par value of its Cumulative Preferred Stock. Pursuant to that
authority, Applicant has issued $85,000,000 aggregate par value of
its Cumulative Preferred Stock. Because of the volatility of rates
and market conditions generally, it may be necessary to delay
issuance of the remaining $15,000,000 aggregate par value of
Cumulative Preferred Stock until after June 30, 1994; therefore,
such amount has been included in this Application.
The dividend rate (which will be expressed in a
multiple of $.01 in the case of $25 par value series and in a
multiple of .01% in the case of $100 par value series) and the
amount per share to be paid by Applicant as compensation to the
purchasers of the New Stock will be determined at the time of the
sale or sales by competitive bidding. If market conditions should
not be propitious for the sale of the New Stock on a competitive
bidding basis, Applicant proposes to place the New Stock privately
with institutional investors or to negotiate with underwriters for
the sale of the New Stock. If Applicant sells the New Stock on a
negotiated or private basis, it may pay as underwriting compensa-
tion or a commission or similar fee an amount not greater than 3.0%
of the aggregate par value of the New Stock.
The dividend rate (based on the par value) of the
New Stock will be a rate which will result in a yield, calculated
by dividing (a) the annual dividend (expressed in dollars) by (b)
an amount equal to (i) the price to be paid to Applicant less (ii)
the underwriting compensation or the commission or similar fee paid
by Applicant, which will not exceed by more than 3.0% the yield to
maturity on United States Treasury Bonds, the maturity of which is
closest to the average life of the New Stock based on amounts to be
retired pursuant to any mandatory retirement provisions at the date
of pricing (for purposes of perpetual cumulative preferred stock,
the 30 year United States Treasury Bond will be used). The
dividend rate would be determined by negotiation with institutional
investors or with underwriters for the sale of the New Stock and
would, in Applicant's judgment, represent the lowest cost available
to it. If Applicant determines to issue the New Stock in more than
one series, Applicant may wish to sell one or more series on a
competitive bid basis and one or more series on a negotiated basis.
Applicant will agree to specific redemption provisions,
if any, and sinking fund provisions, if any, at the time of the
pricing of the New Stock.
The New Stock will be issued pursuant to an Amendment to
the Amended Articles of Incorporation of the Applicant to be
adopted by the Board of Directors of the Applicant setting forth
the designations and relative rights, preferences, qualifications,
limitations or restrictions of each series of New Stock. A copy of
the Certificate of Amendment filed with this Commission in its most
recent offering of cumulative preferred stock in November 1993 is
attached hereto as Exhibit D. It is proposed that substantially
the same form of Certificate of Amendment (except for obvious
variable terms such as par value, dividend rate, sinking fund
provisions, if any, and redemption provisions, if any), will be
used by Applicant for each series of the New Stock. Such form of
Certificate of Amendment contains a more complete description of
the terms of the New Stock.
EIGHTH: The issuance of the New Bonds and/or the New Stock
will be effected in compliance with all applicable indenture,
charter and other standards relating to debt and equity securities
and capitalization ratios of Applicant.
NINTH: Any proceeds realized from the sale of the New Bonds
and/or New Stock (collectively, the "Securities") will be used to
refund directly or indirectly long-term debt and cumulative
preferred stock, to repay short-term indebtedness or for other
corporate purposes. At December 31, 1993, Applicant had
approximately $38,000,000_ of short-term debt outstanding.
Applicant's First Mortgage Bonds, 9-7/8% Series due 2020,
($50,000,000 principal amount outstanding) are not redeemable prior
to August 1, 1995 if the redemption is to refund the bonds through
the use of funds borrowed by the Company at an effective interest
cost of less than 9.92% per annum. Applicant's First Mortgage
Bonds, 9.625% Series due 2021 ($50,000,000 principal amount
outstanding) are not redeemable prior to June 25, 1996. Applicant
may purchase such bonds through tender offer, negotiated, open
market or other forms of purchase or otherwise by means other than
redemption, if they can be refunded at a lower effective cost.
Applicant proposes to treat said premiums as an issuance expense of
the New Bonds to be amortized over the life of the New Bonds.
Applicant's Cumulative Preferred Stock ($100 voting)
8.04% Series (150,000 shares outstanding) may be redeemed at their
regular redemption price of $102.58 per share; Applicant's
Cumulative Preferred Stock ($100 voting) 7.60% Series (350,000
shares outstanding) may be redeemed at their regular redemption
price of $102.26 per share; Applicant's Cumulative Preferred Stock
($100 voting) 7-6/10% Series (350,000 shares outstanding) may be
redeemed at their regular redemption price of $102.11 per share.
Applicant may redeem said series of cumulative preferred stock if
they can be refunded at a lower effective cost and proposes to
treat said premiums and the unamortized premiums of the 8.04%
Series, 7.60% Series and 7-6/10% Series as an issuance expense of
the New Stock to be amortized over the life of the New Stock.
Applicant intends to utilize deferred tax accounting for the
premium expense, in order to properly match the amortization of the
expense and the related tax effect.
TENTH: The actual cost of the Securities will be determined
at the time of the sale or sales thereof. The net effect on
revenue requirements resulting from issuance of the Securities will
be reflected in the determination of required revenue in rate
proceedings in which all factors affecting rates are taken into
account according to law.
* * *
WHEREFORE: Applicant prays for authority from your
Honorable Commission to issue and sell in the manner set forth
herein up to $85,000,000 principal amount of its First Mortgage
Bonds, in one or more new series, with a maturity of not less than
nine months and not more than forty-two years, to be secured by the
Mortgage and up to $85,000,000 aggregate par value of its
Cumulative Preferred Stock, in one or more series, and to apply the
proceeds of the sale thereof, all as proposed and described in this
Application.
Applicant prays for all other and further relief
necessary and appropriate in the premises.
Respectfully submitted this 26th day of January, 1994.
OHIO POWER COMPANY
By _/s/ G. P. Maloney_________
Vice President
By /s/ John F. Di Lorenzo, Jr.
Secretary
opcocps.94\pucoapp.op
STATE OF OHIO )
) SS:
COUNTY OF FRANKLIN )
Before me, a Notary Public in and for Franklin County in
the State of Ohio, personally appeared G. P. Maloney and John F. Di
Lorenzo, Jr., Vice President and Secretary, respectively, of Ohio
Power Company, the Applicant in the foregoing application, and each
being duly sworn says that the facts and allegations herein
contained are true to the best of his knowledge and belief.
_/s/ Mary M. Soltesz_____
Notary Public
My Commission expires 7-13-94
Dated: January 26, 1994
EXHIBIT A
Financial Statements of Applicant as of September 30, 1993
EXHIBIT B
Form of Supplemental Indenture - New Bonds
EXHIBIT C
Form of Supplemental Indenture - MTNs
EXHIBIT D
Form of Certificate of Amendment for the New Stock
