<PAGE>
UNITED STATES OF AMERICA
BEFORE THE
SECURITIES AND EXCHANGE COMMISSION
_____________________________________________
:
In the Matter of :
:
AMERICAN ELECTRIC POWER COMPANY, INC. :
1 Riverside Plaza :
Columbus, Ohio 43215 :
:
APPALACHIAN POWER COMPANY :
40 Franklin Road :
Roanoke, Virginia 24022 : CERTIFICATE OF
: NOTIFICATION
KANAWHA VALLEY POWER COMPANY :
301 Virginia Street, East :
Charleston, West Virginia 25327 :
:
File No. 70-8503 :
:
(Public Utility Holding Company Act of 1935) :
_____________________________________________:
American Electric Power Company, Inc. ("AEP"), Appalachian
Power Company ("APCo") and Kanawha Valley Power Company ("Kanawha")
hereby certify, in connection with the Application-Declaration on
Form U-1, as amended, in the above-entitled matter, that certain of
the transactions specified in said Application-Declaration, as
amended, have been carried out in accordance with the terms and
conditions of, and for the purposes represented by, said
Application-Declaration, as amended, and the Order of the
Securities and Exchange Commission with respect thereto, dated July
20, 1995 (HCAR No. 35-26336), as follows:
1. On June 22, 1995, APCo and Kanawha entered into an
Agreement and Plan of Merger, a copy of which is attached hereto as
Exhibit A-1.
2. On June 26, 1995, Articles of Merger were filed in the
Office of the State Corporation Commission of the Commonwealth of
Virginia and a Certificate of Merger was filed in the office of the
Secretary of State of the State of West Virginia. As a result,
Kanawha was merged with and into APCo, effective on June 30, 1995.
3. A copy of the "past tense" opinion of counsel relating to
the transaction described herein is attached hereto as Exhibit F-1.
4. The transaction described herein was consummated within
the period designated in said Application-Declaration.
AMERICAN ELECTRIC POWER COMPANY, INC.
APPALACHIAN POWER COMPANY
KANAWHA VALLEY POWER COMPANY
By:____/s/ G. P. Maloney___________
G. P. Maloney, Vice President
Dated: July 25, 1995<PAGE>
Exhibit A-1
AGREEMENT AND PLAN OF MERGER
This Agreement and Plan of Merger is entered into as of this
22nd day of June, 1995, pursuant to Title 13.1, Chapter 9, Article
12 of the Code of Virginia and Chapter 31, the West Virginia Code,
between Appalachian Power Company, a Virginia corporation ("APCo"),
and Kanawha Valley Power Company, a West Virginia corporation
("KVPCo"), and Witnesses that:
RECITALS
1. APCo and KVPCo are corporations duly organized, validly
existing and in good standing under, respectively, the laws of the
Commonwealth of Virginia and the laws of the State of West
Virginia. APCo is a regulated public utility engaged in the
business of providing electric power and related services to its
customers. KVPCo owns and operates hydroelectric power facilities
and sells the power produced to APCo.
2. APCo and KVPCo are subsidiaries of American Electric
Power Company, Inc., a New York corporation ("AEP"), which is a
holding company registered under the Public Utility Holding Company
Act of 1935.
3. KVPCo currently has authorized 500 shares of common
stock, par value $1 per share, all of which are issued and
outstanding and are held by APCo. As a result, KVPCo is a wholly-
owned subsidiary of APCo.
4. The Boards of Directors of APCo and of KVPCo have each
determined that it would be appropriate and in the best interests
of both companies and of their shareholders to merge KVPCo with and
into APCo and have, by resolutions, duly approved and adopted this
Agreement and Plan of Merger. Approval of the stockholders of APCo
or KVPCo is not required pursuant to Section 13.1-719 of the Code
of Virginia and Chapter 31 of the West Virginia Code. The sole
stockholder of KVPCo has waived notice of mailing of a copy of this
Agreement and Plan of Merger.
5. The Securities and Exchange Commission, pursuant to and
as required by the Public Utility Holding Company Act of 1935, the
Virginia State Corporation Commission and the West Virginia Public
Service Commission have authorized the merger of KVPCo with and
into APCo.
AGREEMENT
Now, therefore, in consideration of the premises and agree-
ments contained herein, the parties agree as follows:
ARTICLE I
Names of Corporations
The names of the constituent corporations to the merger are
"Appalachian Power Company" and "Kanawha Valley Power Company." In
accordance with the laws of the Commonwealth of Virginia and this
Agreement and Plan of Merger, KVPCo shall be merged with and into
APCo which shall be, and is herein referred to as, the "Surviving
Corporation."
ARTICLE II
Effective Time
As soon as practicable after the execution hereof, Articles of
Merger shall be filed, as required by the Virginia Stock Corpora-
tion Act, in the Clerk's Office of the State Corporation Commission
of the Commonwealth of Virginia and Articles of Merger shall be
filed, as required by the West Virginia Corporation Act, in the
office of the Secretary of State of the State of West Virginia.
The merger shall become effective at 11:59 p.m., Roanoke, Virginia
time, on the latest of (1) the last day of the month that the
Articles of Merger are filed in Virginia; (2) the last day of the
month that the Articles of Merger are filed in West Virginia; or
(3) on June 30, 1995. Such date and time shall be the "Effective
Time" referred to in this Agreement and Plan of Merger.
ARTICLE III
Effect of Merger; Articles of Incorporation;
By-Laws; Directors and Officers on the Effective Date
3.1 At the Effective Time, KVPCo shall be merged with and
into APCo (the "Merger"), the separate corporate existence of KVPCo
shall cease, and APCo shall be the continuing and surviving
corporation in the Merger and shall continue to exist under the
laws of the Commonwealth of Virginia.
3.2 The Surviving Corporation shall have all the rights,
privileges, immunities and powers and shall be subject to all of
the duties and liabilities of a corporation organized under the
Virginia Stock Corporation Act. Title to all real estate and other
property owned by APCo and KVPCo shall be vested in the Surviving
Corporation without reversion or impairment. The Surviving
Corporation shall have all the liabilities of APCo and KVPCo. Any
proceeding pending against APCo or KVPCo at the Effective Time may
be continued as if the Merger did not occur or the Surviving
Corporation may be substituted in such proceeding in the case of
any such proceeding against KVPCo.
3.3 The Restated Articles of Incorporation of APCo, as in
effect immediately prior to the Effective Time, shall be the
Restated Articles of Incorporation of the Surviving Corporation,
until they shall thereafter be duly altered or amended.
3.4 The By-Laws of APCo, as in effect immediately prior to
the Effective Time, shall be the By-Laws of the Surviving Corpo-
ration, until they shall thereafter be duly altered or amended.
3.5 The directors and officers of APCo immediately prior to
the Effective Time shall continue to be the directors and officers
of the Surviving Corporation until changed in accordance with law.
ARTICLE IV
Conversion of Shares
The manner of carrying into effect the Merger and the manner
and the basis of converting and cancelling the capital stock of the
constituent companies shall be as follows: At the Effective Time,
(1) each share of capital stock of APCo then issued and outstanding
shall, by virtue of the Merger and without any action by the holder
thereof, constitute one issued and outstanding share of stock of
the Surviving Corporation and shall include the same rights,
privileges and preferences as appertained to the capital stock of
APCo immediately prior to the Merger; and (2) each share of capital
stock of KVPCo then issued and outstanding shall, by virtue of the
Merger and without any action by the holder thereof, be canceled
and extinguished.
ARTICLE V
Service of Process in West Virginia
APCo hereby: (a) agrees that it may be served with process in
the State of West Virginia in any proceeding for the enforcement of
the rights of a dissenting shareholder of Kanawha against APCo; (b)
irrevocably appoints the Secretary of State of the State of West
Virginia as its agent to accept service of process in any such
proceeding; and (c) agrees that it will promptly pay to the
dissenting shareholders of Kanawha the amount, if any, to which
they shall be entitled under Section 123, Article 1, Chapter 31 of
the Code of West Virginia with respect to the rights of dissenting
shareholders.
ARTICLE VI
Miscellaneous
6.1 The parties to this Agreement and Plan of Merger shall
pay the expenses incurred by each of them, respectively, in
connection with the transactions contemplated herein.
6.2 The title of this Agreement and Plan of Merger and the
headings herein set out are for the convenience of reference only
and shall not be deemed to be part of this Agreement and Plan of
Merger.
6.3 This Agreement and Plan of Merger and the legal relations
among the parties hereto shall be governed by and construed in
accordance with the laws of the Commonwealth of Virginia.
IN WITNESS WHEREOF, each of APCo and KVPCo have caused this
Agreement and Plan of Merger to be executed on its behalf and in
its corporate name as of the date first above written.
APPALACHIAN POWER COMPANY
Attest:/s/_John_F._Di_Lorenzo,_Jr. By:____/s/__G._P._Maloney_____
John F. Di Lorenzo, Jr. G. P. Maloney
Secretary Vice President
KANAWHA VALLEY POWER COMPANY
Attest:/s/_John_F._Di_Lorenzo,_Jr. By:____/s/__G._P._Maloney_____
John F. Di Lorenzo, Jr. G. P. Maloney
Secretary Vice President<PAGE>
VERIFICATION
The undersigned, G. P. Maloney, Vice President of Appalachian
Power Company hereby verifies that he has read the Articles of
Merger dated June 22, 1995, relating to the merger of Kanawha
Valley Power Company into Appalachian Power Company pursuant to a
plan of merger duly adopted by the boards of directors of such
corporations, which plan has not been revoked or amended, and, to
the best of his knowledge, the statements in said Articles of
Merger are true and correct.
IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day
of June, 1995.
APPALACHIAN POWER COMPANY
____/s/__G._P._Maloney________
G. P. Maloney
Vice President
STATE OF OHIO )
) SS:
COUNTY OF FRANKLIN )
I, Ann B. Graf, a notary public, do hereby certify that on
this 22nd day of June, 1995, personally appeared before me G. P.
Maloney, who, being by me first duly sworn, declared that he is the
Vice President of Appalachian Power Company, that he signed the
foregoing document as Vice President of the corporation, and that
the statements therein contained are true.
_______/s/__Ann_B._Graf_______
Notary Public
<PAGE>
AMERICAN ELECTRIC POWER Exhibit F-1
SERVICE CORPORATION
1 Riverside Plaza
Columbus, OH 43215-2373
(614) 223-1000
(614) 223-1687 (Telecopier)
Writer's Direct Dial No.
(614) 223-1649
July 24, 1995
VIA EXPRESS MAIL
Securities and Exchange Commission
Office of Public Utility Regulation
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: AMERICAN ELECTRIC POWER COMPANY, INC.
APPALACHIAN POWER COMPANY
KANAWHA VALLEY POWER COMPANY
SEC FILE NO. 70-8503
Ladies and Gentlemen:
In connection with the transactions proposed and described in the
Application or Declaration on Form U-1, as amended, filed with the
Securities and Exchange Commission by American Electric Power
Company, Inc. ("AEP"), Appalachian Power Company ("APCo") and
Kanawha Valley Power Company ("Kanawha"), to which this opinion is
an exhibit, I have reviewed said Application or Declaration, as
amended, the documents referred to therein and such other materials
as I have deemed relevant to express this opinion. Based thereon,
I am of the opinion that:
(a) all state laws applicable to the transactions have
been complied with;
(b) APCo is a validly organized and duly existing
corporation and the obligations assumed by APCo
from Kanawha, as described in the Application or
Declaration, as amended, are valid and binding
obligations of APCo;
(c) APCo lawfully acquired the assets of Kanawha de-
scribed in the Application or Declaration, as
amended;<PAGE>
July 24, 1995
Securities and Exchange Commission
Page 2
(d) the consummation of the proposed transactions did
not violate the legal rights of the holders of any
securities issued by AEP, APCo, Kanawha or any
associate company thereof.
I consent to the use of this opinion as part of the above-mentioned
Application or Declaration.
Very truly yours,
/s/ Ann B. Graf
Ann B. Graf
Counsel for
American Electric Power Company, Inc.
Appalachian Power Company
Kanawha Valley Power Company
ABG:scc
