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File No. 70-8615
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
Amendment No. 1 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
SOUTHERN APPALACHIAN COAL COMPANY
40 Franklin Road, Roanoke, Virginia 24022
(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
John F. DiLorenzo, Jr., Associate General Counsel
AMERICAN ELECTRIC POWER SERVICE CORPORATION
1 Riverside Plaza, Columbus, Ohio 43215
(Names and addresses of agents for service)
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Appalachian Power Company ("APCo") and Southern Appalachian
Coal Company ("SACCo") hereby amend their Application/Declaration
on Form U-1 in File No. 70-8615 by supplying the following exhibits
to Item 6. Exhibits and Financial Statements:
Exhibit B-1 Second Addendum to Agreement of Purchase and Sale
Exhibit B-2 Third Addendum to Agreement of Purchase and Sale
Exhibit F Opinion of Counsel
SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned companies have duly caused
this Amendment No. 1 to Form U-1 to be signed on their behalf by
the undersigned thereunto duly authorized.
APPALACHIAN POWER COMPANY
SOUTHERN APPALACHIAN POWER COMPANY
By:_____/s/ G. P. Maloney_______
G. P. Maloney, Vice President
Date: June 15, 1995
[95FN0050.APC]
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Exhibit B-1
Appalachian Power Company
P. O. Box 700
Lancaster, OH 43130-0700
(614) 687-1440
Mr. Carl Frischkorn
Whites Creek Limited Liability Company
1000 River East Drive
Belle, West Virginia 25015
Re: Second Addendum to Agreement of Purchase and Sale
June 2, 1995
Dear Carl:
As was agreed by telephone conference of May 30, 1995,
Southern Appalachian Coal Company and Appalachian Power
Company consent to the following second addendum to the
Agreement of Purchase and Sale dated as of March 22,
1995, among Southern Appalachian Coal Company and
Appalachian Power Company (collectively "Sellers"), and
Whites Creek Limited Liability Company ("Buyer"), as
amended by the First Addendum to Agreement of Purchase
and Sale of March 22, 1995 (hereinafter referred to as
"the Agreement of Purchase and Sale"). All capitalized
terms shall have the meanings ascribed to them in the
Agreement of Purchase and Sale.
Article V of the Agreement of Purchase and Sale shall be
deemed to be amended to provide that the date on or
before which Buyer must give notice to Sellers of (i) any
substantial and material deficiencies in the state of
title to any of the Fee Interests, or (ii) any
Environmental Condition referenced in Article V D, shall
be June 12, 1995, and the date on or before which Sellers
must respond to Buyer's notice shall be June 19, 1995.
In all other particulars, the Agreement of Purchase and
Sale shall remain unchanged.
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Mr. Carl Frischkorn
Whites Creek Limited Liability Company
Page 2
June 2, 1995
If the above terms properly reflect the agreed-upon
amendment, please sign below and return a signed original
to the undersigned.
Very truly yours,
APPALACHIAN POWER COMPANY SOUTHERN APPALACHIAN COAL
COMPANY
By: /s/ P. J. DeMaria By: /s/ P. J. DeMaria
P. J. DeMaria P. J. DeMaria
Vice President Vice President
AGREED AND APPROVED:
WHITES CREEK LIMITED LIABILITY COMPANY
By: /s/ Carl Frischkorn
Carl Frischkorn
Partner
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Exhibit B-2
Appalachian Power Company
P. O. Box 700
Lancaster, OH 43130-0700
(614) 687-1440
Mr. Joseph W. Valis
President
Whites Creek Limited Liability Company
1000 River East Drive
Belle, West Virginia 25015
Re: Third Addendum to Agreement of Purchase and Sale
June 12, 1995
Dear Mr. Valis:
As we have agreed, Southern Appalachian Coal Company and
Appalachian Power Company consent to the following Third
Addendum to the Agreement of Purchase and Sale dated as
of March 22, 1995, among Southern Appalachian Coal
Company, Appalachian Power Company and Whites Creek
Limited Liability Company (hereinafter referred to as
"the Agreement of Purchase and Sale") as amended by the
First Addendum to Agreement of Purchase and Sale of March
22, 1995 and the Second Addendum to Agreement of Purchase
and Sale of June 2, 1995 (all capitalized terms not
otherwise defined herein shall have the meanings as
ascribed to them in the Agreement of Purchase and Sale).
Third Addendum
1. Cash payment election. In accordance with the
provisions of the First Addendum to Agreement of
Purchase and Sale, Buyer has elected to pay the
Purchase Price of $6,050,000 entirely in cash at
Closing, and Sellers agree to such election and
hereby waive the requirement of formal notice on or
before June 1, 1995 as set forth in Paragraph 1 of
the aforesaid First Addendum to Agreement of
Purchase and Sale.
2. Assignment to Affiliate. Prior to Closing, Buyer
will assign to Battle Ridge Companies, Inc. (an
affiliate of Buyer) all of Buyer's rights and
obligations under the Agreement of Purchase and
Sale except Buyer's rights and obligations
respecting the Permits.
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Mr. Joseph W. Valis
President
Whites Creek Limited Liability Company
Page 2
June 12, 1995
3. Affiliate Guaranty. At Closing, Battle Ridge
Companies, Inc. will execute an unconditional
guaranty in substantially the form of Exhibit M to
the Agreement of Purchase and Sale, guaranteeing
all of the obligations of Whites Creek under the
Agreement of Purchase and Sale with respect to the
Permits. At Closing, Buyer will not be obligated
to deliver the Guaranty Agreement executed by
August Enterprises, Inc.
If the above terms correctly set forth our agreement,
please sign below and return a signed original to the
undersigned. You agree that this Third Addendum may be
executed in counterparts.
APPALACHIAN POWER COMPANY SOUTHERN APPALACHIAN COAL
COMPANY
By: /s/ P. J. DeMaria By: /s/ P. J. DeMaria
P. J. DeMaria P. J. DeMaria
Vice President Vice President
AGREED AND APPROVED:
WHITES CREEK LIMITED LIABILITY COMPANY
By: /s/ Joseph W. Valis
Joseph W. Valis
President
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Exhibit F
American Electric Power
Service Corporation
1 Riverside Plaza
Columbus, OH 43215-2373
(614) 223-1000
(614) 223-1687 (Telecopier)
Writer's Direct Dial No.
(614) 223-1649
June 13, 1995
VIA EXPRESS MAIL
Securities and Exchange Commission
Office of Public Utility Regulation
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Appalachian Power Company
Southern Appalachian Coal Company
File No. 70-8615
Gentlemen:
In connection with the transaction proposed and described in the
Application or Declaration on Form U-1 filed with the Securities
and Exchange Commission by Appalachian Power Company and its above-
named subsidiary, to which this opinion is an exhibit, I have
examined, among other things, the Application or Declaration on
Form U-1 and the documents referred to in it, the resolutions
adopted by the Boards of Directors of the Applicants or Declarants
authorizing the transactions described in said Application or
Declaration, and the Application to the State Corporation
Commission of Virginia ("VSCC") and Petition to the Public Service
Commission of West Virginia ("WVPSC").
In my opinion, if the Application or Declaration is granted and
permitted to become effective; if all of the actions proposed to be
taken by the Boards of Directors of the Applicants or Declarants
are taken; if Orders are received from the VSCC and the WVPSC; and
if all of the proposed transactions are consummated in accordance
with the aforesaid Application or Declaration:
(a) all state laws applicable to the proposed
transactions will have been complied with;
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June 13, 1995
Securities and Exchange Commission
Page 2
(b) the Applicants or Declarants may lawfully sell such
facilities as have been described in the Application or
Declaration to the proposed purchaser and, in connection
therewith, acquire the promissory note of the purchaser and
agree to indemnify and hold harmless the purchaser with
respect to certain contingent liabilities; and
(c) the consummation of the proposed transactions will
not violate the legal rights of the holders of any securities
issued by the Applicants or Declarants, or any associate
company.
I consent to the use of this opinion as part of the above-mentioned
Application or Declaration.
Very truly yours,
Ann B. Graf
Counsel for Appalachian
Power Company and Southern
Appalachian Coal Company
ABG:scc
[95FN0053.APC]
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