File No. 70-8591
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
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
COLUMBUS SOUTHERN POWER COMPANY
215 North Front Street, Columbus, Ohio 43215
INDIANA MICHIGAN POWER COMPANY
One Summit Square, Fort Wayne, Indiana 46801
KENTUCKY POWER COMPANY
1701 Central Avenue, Ashland, Kentucky 41101
KINGSPORT POWER COMPANY
422 Broad Street, Kingsport, Tennessee 37660
OHIO POWER COMPANY
339 Cleveland Avenue, S.W., Canton, Ohio 44702
WHEELING POWER COMPANY
51 - 16th Street, Wheeling, West Virginia 26003
* * *
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. Di Lorenzo, Jr., Associate General Counsel
AMERICAN ELECTRIC POWER SERVICE CORPORATION
1 Riverside Plaza, Columbus,Ohio 43215
(Name and addresses of agents for service)
Appalachian Power Company, Columbus Southern Power Company,
Power Company, Kentucky Power Company, Kingsport Power Company,
Indiana Michigan Power Company, Ohio Power Company and Wheeling
Power Company hereby amend their Application or Declaration on
Form U-1 in File No. 70-8591 as follows:
1. By amending and restating the seventh and tenth
paragraphs of ITEM 1. DESCRIPTION OF PROPOSED TRANSACTIONS:
"Each Company also proposes to engage in meter
reading, billing, and collecting services ('Meter
Reading Services') for water, gas and other utilities
('Other Utilities').
The Companies anticipate that many opportunities
to provide such Meter Reading Services to Other
Utilities may arise in or near the service territories
of the Companies. In no event will such Meter Reading
Services be provided to Other Utilities where more than
49% of the customers of such Other Utilities are not
also electric customers of one or more of the
Companies, except that such limitation may be exceeded
with respect to one or more Other Utilities provided
that (i) the aggregate number of customers of each such
Other Utility whose meters are read, bills are
processed and collected who are not also electric
customers of one or more of the Companies does not
exceed the aggregate number of electric customers of
the Companies (currently approximately 2.9 million),
and (ii) any such customers that are not also electric
customers of one or more of the Companies are located
within the service territory of one or more of the
Companies (for example, as the customer of a municipal
electric utility the service territory of which is
contained within a Company's service territory) or
within the service territory of a contiguous Other
Utility."
2. By adding the following paragraphs at the end of
ITEM 1:
"The Companies request the Commission to reserve
jurisdiction over the acquisition of securities
described in this Application pending completion of the
record.
Compliance with Rule 54:
Rule 54 provides that in determining whether to
approve certain transactions other than those involving
exempt wholesale generators ('EWG') or foreign utility
companies ('FUCO'), as defined in the 1935 Act, the
Commission will not consider the effect of the
capitalization or earnings of any subsidiary which is
an EWG or FUCO if Rule 53(a), (b) and (c) are
satisfied. The requirements of Rule 53(a), (b) and (c)
are satisfied.
Rule 53(a)(1). As of September 30, 1996, American
Electric Power Company, Inc. ('American'), parent of
the Companies, had no investments in EWGs or FUCOs.
This investment represents less than 1% of
$1,473,434,000, the average of the consolidated
retained earnings of American reported on Form 10-K or
Form 10-Q, as applicable, for the four consecutive
quarters ended September 30, 1996.
Rule 53(a)(2). American will maintain books and
records and make available the books and records
required by Rule 53(a)(2).
Rule 53(a)(3). No more than 2% of the employees
of the operating company subsidiaries of American will,
at any one time, directly or indirectly, render
services to an EWG or FUCO.
Rule 53(a)(4). American has submitted and will
submit a copy of Item 9 and Exhibits G and H of
American's Form U5S to each of the public service
commissions having jurisdiction over the retail rates
of American's operating company subsidiaries.
Rule 53(b). (i) Neither American nor any
subsidiary of American is the subject of any pending
bankruptcy or similar proceeding; (ii) American's
average consolidated retained earnings for the four
most recent quarterly periods ($1,472,434,000)
represented an increase of approximately $117,179,000
(or 8.6%) in the average consolidated retained earnings
from the previous four quarterly periods
($1,356,255,000); and (iii) for the year ended December
31, 1995, there were no losses attributable to
American's investments in any EWG or FUCO.
Rule 53(c). Rule 53(c) is inapplicable because
the requirements of Rule 53(a) and (b) have been
satisfied."
3. Exhibit F, Opinion of Counsel, is filed herewith.
SIGNATURE
Pursuant to the requirements of the Public Utility holding
Company Act of 1935, the undersigned companies have duly caused
this statement to be signed on their behalf by the undersigned
thereunto duly authorized.
APPALACHIAN POWER COMPANY
COLUMBUS SOUTHERN POWER COMPANY
KENTUCKY POWER COMPANY
KINGSPORT POWER COMPANY
INDIANA MICHIGAN POWER COMPANY
OHIO POWER COMPANY
WHEELING POWER COMPANY
By /s/ A. A. Pena
Treasurer
Dated: December 4, 1996
kamp\70-8591.#2
Exhibit F
614/223-1648
Securities and Exchange Commission
Office of Public Utility Regulation
450 Fifth Street, N.W.
Washington, D.C. 20549
December 3, 1996
Re: File No. 70-8591
Gentlemen:
In connection with the Application or Declaration on Form U-1 in
the captioned File which relates to providing meter reading,
billing and collecting services to gas, water and other
utilities, I have examined, among other things, the Application
or Declaration and amendments thereto filed with your Commission
under the Public Utility Holding Company Act of 1935.
In my opinion, if the said Application or Declaration is
permitted to become effective and if the proposed transactions
are consummated in accordance with the said Application or
Declaration:
(a) all state laws applicable to the proposed transactions
will have been complied with; and
(b) the consummation of the proposed transactions will not
violate the legal rights of the holders of any
securities issued by the Companies or any associate
company thereof.
I consent to the use of this opinion as a part of the above-
mentioned Application or Declaration filed with this Commission.
Very truly yours,
/s/ Thomas G. Berkemeyer
Thomas G. Berkemeyer
Counsel for
the Companies
TGB/mms
