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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. 1)*
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 [ ].
(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 5 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
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
CCMI - Del.
CTC - NY
5 SOLE VOTING POWER
50,000 shares
6 SHARED VOTING POWER
NUMBER OF
SHARES - 0 -
BENEFICIALLY
OWNED BY EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH
50,000 shares
8 SHARED DISPOSITIVE POWER
- 0 -
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000 shares
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10%
12 TYPE OF REPORTING PERSON*
CO, BK, IA
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 8 pages
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CUSIP: 037735860 Page 2 of 5
AMENDMENT NO.1 TO SCHEDULE 13G
Item 1. Security and Issuer
(a) Appalachian Power Company (the "Company")
(b) Address: Appalachian Power Co.
1 Riverside Plaza
Columbus, OH 43215
Item 2. Identity and Background
(a) This Amendment No. 1 to 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, in order to correct certain information reported on the prior Schedule
13G.
(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 5
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: 10% based upon 500,000 shares
outstanding. In the Schedule 13G filed on February 15, Chancellor Capital
Management, Inc. and Chancellor Trust Company reported aggregate beneficial
ownership of 50,000 shares. This Amendment No. 1 to Schedule 13G amends the
Schedule 13G filed on February 15th to correct the number of shares outstanding
and the resulting percentage of the class held by Chancellor Capital Management,
Inc. and Chancellor Trust Company.
(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.
3
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CUSIP: 037735860 Page 4 of 5
Item 8. Identification and Classification of Members of a Group
See Item 3.
Item 9. Notice of Dissolution of Group
Not applicable.
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CUSIP: 037735860 Page 5 of 5
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 May 10, 1995
Signatures Chancellor Capital Management, Inc.
as Investment Adviser
By: /s/ Jeffrey Trongone
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JEFFREY TRONGONE
Chief Financial Officer
Chancellor Trust Company
as Investment Adviser
By: /s/ Jeffrey Trongone
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JEFFREY TRONGONE
Chief Financial Officer
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