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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
Appalachian Power Co.
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(Name of Issuer)
7.80% Cumulative Preferred
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(Title of Class of Securities)
037735860
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(CUSIP Number)
Check the following box if a fee is being paid with this statement /x/. (A fee
is not required only if the filing person:(1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such
class.)(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 8 pages
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CUSIP No. 037735860 13G Page 1 of 4 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CCMI - 13-3539843
CTC - 52-1576922
Chancellor Capital Management, Inc. ("CCMI") and Chancellor Trust
Company, as Investment Advisers for various fiduciary accounts
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /XX/
(b) / /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
CCMI - Del.
CTC - NY
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5 SOLE VOTING POWER
50,000 shares
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6 SHARED VOTING POWER
NUMBER OF
SHARES - 0 -
OWNED BY EACH ----------------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH
50,000 shares
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8 SHARED DISPOSITIVE POWER
- 0 -
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000 shares
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10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
50.0%
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12 TYPE OF REPORTING PERSON*
CO, BK, IA
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*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 8 pages
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CUSIP: 037735860 Page 2 of 4
SCHEDULE 13G
Item 1. Security and Issuer
(a) Appalachian Power Co. (the "Company")
(b) Address: Appalachian Power Co.
1 Riverside Plaza
Columbus, OH 43215
Item 2. Identity and Background
(a) This Schedule 13G is being filed by (i) Chancellor Capital
Management, Inc., a Delaware corporation, whose principal business is the
provision of institutional investment management services and (ii) Chancellor
Trust Company, a New York State chartered trust company whose principal
business is the provision of institutional investment management services.
(b) The address of the principal place of business of Chancellor
Capital Management, Inc. and Chancellor Trust Company is: 1166 Avenue of the
Americas, New York, New York 10036.
(c) Chancellor Capital Management, Inc. is a Delaware corporation.
Chancellor Trust Company is a New York State chartered trust company.
(d) 7.80% Cumulative Preferred Stock
(e) CUSIP Number: 037735860
Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b),
check whether the person filing is a:
(b) X Chancellor Trust Company is a Bank as defined in section 3(a)(6) of
--- the Act.
(e) X Chancellor Capital Management, Inc. is an Investment Adviser
--- registered under section 203 of the Investment Advisers Act of 1940.
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CUSIP: 037735860 Page 3 of 4
Item 4. Ownership
(a) For the year ended December 31, 1994, the aggregate number of
shares of the Company's common stock beneficially owned by Chancellor Capital
Management, Inc. and Chancellor Trust Company, as investment advisers for
various fiduciary accounts, is 50,000 shares.
(b) Percent of Class: 50.0% based upon 100,000 shares outstanding.
(c) Chancellor Capital Management, Inc. and Chancellor Trust
Company, as investment advisers for various fiduciary accounts, have sole
power to vote or to direct the vote, and sole power to dispose of or to direct
the disposition of, all of the shares reported in this Statement.
Item 5. Ownership of Five Percent or Less
Not applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Chancellor Capital Management, Inc. and Chancellor Trust Company are
investment advisers for various fiduciary accounts which are entitled to
receipt of dividends and to proceeds of the sale of the shares reported in
this Statement. The ownership interest of any such account does not relate to
more than five percent of the Common Stock.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Securities Being Reported by the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of a Group
Not applicable.
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CUSIP: 037735860 Page 4 of 4
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I certify that to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course
of business and were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the issuer of such securities
and were not acquired in connection with or as a participant in any
transaction having such purposes or effect.
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
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Date February 13, 1995
Signatures Chancellor Capital Management, Inc.
as Investment Adviser
By:/s/ Andrew L. Dworkin
----------------------------------
ANDREW L. DWORKIN
Vice President & Senior Counsel
Chancellor Trust Company
as Investment Adviser
By:/s/ Andrew L. Dworkin
----------------------------------
ANDREW L. DWORKIN
Vice President & Senior Counsel
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