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UNITED STATES OF AMERICA
before the
SECURITIES AND EXCHANGE COMMISSION
________________________________________
:
In the Matter of :
:
APPALACHIAN POWER COMPANY :
SOUTHERN APPALACHIAN COAL COMPANY : CERTIFICATE OF
: NOTIFICATION
File No. 70-8615 :
:
Public Utility Holding Company :
Act of 1935 :
________________________________________:
THIS IS TO CERTIFY THAT APPALACHIAN POWER COMPANY
("Appalachian") and SOUTHERN APPALACHIAN COAL COMPANY ("SACCo")
(collectively, the "Sellers"), in accordance with the terms and
conditions of, and for the purposes represented by, the Application
or Declaration, as amended, in the above-captioned file and the
Orders of the Securities and Exchange Commission with respect
thereto, dated June 30, 1995 (HCAR No. 35-26325) have carried out
the following transaction:
1. Pursuant to the Agreement of Purchase and Sale dated as
of March 22, 1995, as amended, the Sellers have conveyed
to Battle Ridge Companies, Inc. and its affiliate Whites
Creek Limited Liability Company certain real property
interests, including coal lands and docking facilities
located in Boone and Kanawha Counties, West Virginia; the
Bull Creek Preparation Plant and equipment consisting of
certain raw coal and clean coal handling and preparation
plant facilities and equipment; and their rights under
various reclamation, pollutant discharge, pollution
control and facilities permits applicable to coal mining,
preparation and transportation. The sale and assignment
was effective on June 30, 1995. The purchase price of
$6,050,000 was paid entirely in cash.
2. A "past tense" opinion of counsel is filed herewith as
Exhibit F-2.
APPALACHIAN POWER COMPANY
SOUTHERN APPALACHIAN COAL
COMPANY
July 10, 1995 By:____/s/ P. J. DeMaria_____
P. J. DeMaria, Treasurer
[95FN0066.APC]
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Exhibit F-2
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
July 10, 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
Ladies and Gentlemen:
In connection with the transaction proposed and described in the
Application or Declaration on Form U-1, as amended, 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, as amended, 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 Orders of the State Corporation
Commission of Virginia ("VSCC") and the Public Service Commission
of West Virginia ("WVPSC").
I have been advised by the Applicants or Declarants that, regarding
the conveyance of real property, fixed mining assets and interests
in permits and licenses to Battle Ridge Companies, Inc. or its
affiliate, Whites Creek Limited Liability Company, the proposed
transaction has been consummated in accordance with the aforesaid
Application or Declaration, as amended. Based on the foregoing and
on such investigation as I have deemed necessary, it is my opinion
that:
(a) all state laws applicable to the proposed
transactions will have been complied with;
(b) the Applicants or Declarants have lawfully sold such
facilities as have been described in the Application or
Declaration to the proposed purchaser and, in connection
therewith, acquire the purchase price entirely in cash, and
have lawfully agreed to indemnify and hold harmless the
purchaser with respect to certain contingent liabilities; and
(c) the consummation of the proposed transaction
described in the Application or Declaration, as amended, did
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,
/s/ Ann B. Graf
Ann B. Graf
Counsel for Appalachian
Power Company and Southern
Appalachian Coal Company
ABG:scc
[95FN0053.APC]
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