FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
APPALACHIAN POWER COMPANY
(Exact name of registrant as specified in its charter)
Virginia 54-0124790
(State of incorporation (I.R.S. Employer
or organization) Identification Number)
40 Franklin Road, S.W., Roanoke, Virginia 24011
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A.(c)(1), please check the following box. [X]
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction A.(c)(2),
please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class
to be so registered is to be registered
Junior Subordinated Deferrable New York Stock Exchange
Interest Debentures, Series B
due 2027
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Item. 1. Description of Securities to be Registered.
The description of securities under the heading
"DESCRIPTION OF SERIES B JUNIOR SUBORDINATED
DEBENTURES" in the Registrant's Prospectus Supplement
relating to the Registrant's 8% Junior Subordinated
Deferrable Interest Debentures, Series B, due 2027,
filed pursuant to Rule 424(b) under the Securities Act
of 1933, as amended, is hereby incorporated by
reference in said Registration Statement Nos. 333-22085
and 333-22951.
Item 2. Exhibits.
1. Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 [File No. 1-3457].
2. None.
3. None.
4.(i) Registrant's Restated Articles of Incorporation, and
amendments thereto to November 4, 1993 [Registration
Statement No. 33-50163, Exhibit 4(a); Registration
Statement No. 33-53805, Exhibits 4(b) and (c)].
4.(ii) Copy of Articles of Amendment to Restated Articles of
Incorporation of APCo, dated June 6, 1994 [Annual
Report on Form 10-K for the fiscal year ended December
31, 1994, File No. 1-3457, Exhibit 3(b)]
4.(iii) Copy of Articles of Amendment to the Restated Articles
of Incorporation of APCo, dated March 6, 1997.
4.(iv) Copy of By-Laws of APCo (amended as of January 1, 1996)
[Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, File No. 1-3457, Exhibit 3(d)].
5. Form of the Registrant's Global Security for 8% Junior
Subordinated Deferrable Interest Debentures, Series B,
due 2027.
6. Indenture, dated as of September 1, 1996, between the
Registrant and The First National Bank of Chicago, as
Trustee, as supplemented by a First Supplemental
Indenture, dated as of September 1, 1996 and by a
Second Supplemental Indenture, dated as of March 1,
1997, relating to the 8% Junior Subordinated Deferrable
Interest Debentures, Series B, due 2027, is
incorporated by reference from the Registrant's Form S-
3 Registration Statement filed with the Securities and
Exchange Commission and effective on February 27, 1997
[Registration Statement No. 333-22085, Exhibits 4(a),
4(b) and 4(c)].
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
APPALACHIAN POWER COMPANY
Date: March 17, 1997 (Registrant)
By:__/s/ G. P. Maloney___
G. P. Maloney, Vice President
INDEX TO EXHIBITS
Exhibit
Number Exhibit
4.(iii) Copy of Articles of Amendment to the Restated Articles
of Incorporation of APCo, dated March 6, 1997.
5. Form of the Registrant's Global Security for 8% Junior
Subordinated Deferrable Interest Debentures, Series B,
due 2027.
Exhibit 4(iii)
APPALACHIAN POWER COMPANY
ARTICLES OF AMENDMENT
TO THE
RESTATED ARTICLES OF INCORPORATION, AS AMENDED
1. The name of the corporation is APPALACHIAN POWER
COMPANY.
2. The Amendment adopted is to remove in its entirety
ARTICLE V, Clause 7(B)(b) from the Restated Articles of
Incorporation, as amended.
3. On January 30, 1997, notice of the meeting, accompanied
by a copy of the Amendment, was given in the manner provided in
the Virginia Stock Corporation Act to each of the Corporation's
shareholders of record. The foregoing Amendment was adopted by
the shareholders of the Corporation on February 28, 1997.
4. On January 29, 1997, the foregoing Amendment was
proposed by the Board of Directors of the Corporation, which
found adoption of the Amendment to be in the Corporation's best
interest and directed that it be submitted to the shareholders of
the Corporation for their approval at a special meeting on
February 28, 1997.
5. Holders of the shares of the Corporation's common stock
and preferred stock were eligible to vote separately as a class
in the adoption of the Amendment. The number of shares of common
stock and preferred stock voted for the Amendment was sufficient
to approve the Amendment. The designation, the number of
outstanding shares on the record date, the number of votes
entitled to be cast by each voting group entitled to vote
separately on the foregoing Amendment and the undisputed number
of votes cast for, against and abstaining from the Amendment were
as follows:
<TABLE>
<CAPTION>
Undisputed Votes Cast
Entitled
Class Outstanding to Vote For Against Abstain
<S> <C> <C> <C> <C> <C>
Cumulative Preferred Stock,
no par value 2,198,150 2,198,150
Common Stock, no par value 13,499,500 13,499,500
</TABLE>
APPALACHIAN POWER COMPANY
By_/s/ John M. Adams, Jr.
John M. Adams, Jr.
Assistant Secretary
March 3, 1997
Exhibit 5
This Debenture is a Global Debenture within the meaning of
the Indenture hereinafter referred to and is registered in the
name of a Depository or a nominee of a Depository. This
Debenture is exchangeable for Debentures registered in the name
of a person other than the Depository or its nominee only in the
limited circumstances described in the Indenture, and no transfer
of this Debenture (other than a transfer of this Debenture as a
whole by the Depository to a nominee of the Depository or by a
nominee of the Depository to the Depository or another nominee of
the Depository) may be registered except in limited
circumstances.
Unless this Debenture is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to the issuer or its agent for registration
of transfer, exchange or payment, and any Debenture issued is
registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC and any payment
hereon is made to Cede & Co., or to such other entity as is
requested by an authorized representative of DTC, ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede
& Co., has an interest herein.
No. _____ 3,600,000 Junior Subordinated
Deferrable Interest Debentures,
CUSIP No. $25 principal amount each
APPALACHIAN POWER COMPANY
% JUNIOR SUBORDINATED
DEFERRABLE INTEREST DEBENTURE,
SERIES B, DUE 2027
APPALACHIAN POWER COMPANY, a corporation duly organized
and existing under the laws of the Commonwealth of Virginia
(herein referred to as the "Company", which term includes any
successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to CEDE & CO. or
registered assigns, the principal sum of $90,000,000 on March 31,
2027, and to pay interest on said principal sum from March __,
1997 or from the most recent interest payment date (each such
date, an "Interest Payment Date") to which interest has been paid
or duly provided for, quarterly (subject to deferral as set forth
herein) in arrears on each March 31, June 30, September 30 and
December 31 commencing March 31, 1997 at the rate of ______% per
annum until the principal hereof shall have become due and
payable, and on any overdue principal and premium, if any, and
(without duplication and to the extent that payment of such
interest is enforceable under applicable law) on any overdue
installment of interest at the same rate per annum during such
overdue period. Interest shall be computed on the basis of a
360-day year of twelve 30-day months. In the event that any date
on which interest is payable on this Debenture is not a business
day, then payment of interest payable on such date will be made
on the next succeeding day which is a business day (and without
any interest or other payment in respect of any such delay),
except that, if such business day is in the next succeeding
calendar year, such payment shall be made on the immediately
preceding business day, in each case with the same force and
effect as if made on such date. The interest installment so
payable, and punctually paid or duly provided for, on any
Interest Payment Date (other than interest payable on redemption
or maturity) will, as provided in the Indenture, be paid to the
person in whose name this Debenture (or one or more Predecessor
Debentures, as defined in said Indenture) is registered at the
close of business on the regular record date for such interest
installment, which shall be the close of business on the business
day next preceding such Interest Payment Date. Interest payable
on redemption or maturity shall be payable to the person to whom
the principal is paid. Any such interest installment not
punctually paid or duly provided for shall forthwith cease to be
payable to the registered holders on such regular record date,
and may be paid to the person in whose name this Debenture (or
one or more Predecessor Debentures) is registered at the close of
business on a special record date to be fixed by the Trustee for
the payment of such defaulted interest, notice whereof shall be
given to the registered holders of this series of Debentures not
less than 10 days prior to such special record date, or may be
paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the
Debentures may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in the Indenture.
The principal of (and premium, if any) and the interest on this
Debenture shall be payable at the office or agency of the Company
maintained for that purpose, in any coin or currency of the
United States of America which at the time of payment is legal
tender for payment of public and private debts; provided,
however, that payment of interest may be made at the option of
the Company by check mailed to the registered holder at such
address as shall appear in the Debenture Register.
Payment of the principal of, premium, if any, and interest
on this Debenture is, to the extent provided in the Indenture,
subordinated and subject in right of payment to the prior payment
in full of all Senior Indebtedness, as defined in the Indenture,
and this Debenture is issued subject to the provisions of the
Indenture with respect thereto. Each Holder of this Debenture,
by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his or her
behalf to take such action as may be necessary or appropriate to
acknowledge or effectuate the subordination so provided and (c)
appoints the Trustee his or her attorney-in-fact for any and all
such purposes. Each Holder hereof, by his or her acceptance
hereof, hereby waives all notice of the acceptance of the
subordination provisions contained herein and in the Indenture by
each holder of Senior Indebtedness, whether now outstanding or
hereafter incurred, and waives reliance by each such holder upon
said provisions.
This Debenture is one of a duly authorized series of
Debentures of the Company (herein sometimes referred to as the
"Debentures"), specified in the Indenture, all issued or to be
issued in one or more series under and pursuant to an Indenture
dated as of September 1, 1995 duly executed and delivered between
the Company and The First National Bank of Chicago, a national
banking association organized and existing under the laws of
the United States, as Trustee (herein referred to as the
"Trustee"), as supplemented by the First Supplemental Indenture
dated as of September 1, 1995 and by the Second Supplemental
Indenture dated as of February 1, 1997 between the Company and
the Trustee (said Indenture as so supplemented being hereinafter
referred to as the "Indenture"), to which Indenture and all
indentures supplemental thereto reference is hereby made for a
description of the rights, limitations of rights, obligations,
duties and immunities thereunder of the Trustee, the Company and
the holders of the Debentures. By the terms of the Indenture,
the Debentures are issuable in series which may vary as to
amount, date of maturity, rate of interest and in other respects
as in the Indenture provided. This series of Debentures is
limited in aggregate principal amount as specified in said Second
Supplemental Indenture.
Subject to the terms of Article Three of the Indenture, the
Company shall have the right to redeem this Debenture at the
option of the Company, without premium or penalty, in whole or in
part at any time on or after March 5, 2002 (an "Optional
Redemption"), at a redemption price equal to 100% of the
principal amount plus any accrued but unpaid interest to the date
of such redemption (the "Optional Redemption Price"). Any
redemption pursuant to this paragraph will be made upon not less
than 30 nor more than 60 days' notice, at the Optional Redemption
Price. If the Debentures are only partially redeemed by the
Company pursuant to an Optional Redemption, the Debentures will
be redeemed pro rata or by lot or by any other method utilized by
the Trustee; provided that if at the time of redemption, the
Debentures are registered as a Global Debenture, the Depository
shall determine by lot the principal amount of such Debentures
held by each Debentureholder to be redeemed.
In the event of redemption of this Debenture in part only, a
new Debenture or Debentures of this series for the unredeemed
portion hereof will be issued in the name of the Holder hereof
upon the cancellation hereof.
In case an Event of Default, as defined in the Indenture,
shall have occurred and be continuing, the principal of all of
the Debentures may be declared, and upon such declaration shall
become, due and payable, in the manner, with the effect and
subject to the conditions provided in the Indenture.
The Indenture contains provisions for defeasance at any time
of the entire indebtedness of this Debenture upon compliance by
the Company with certain conditions set forth therein.
The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the Holders of not less than a
majority in aggregate principal amount of the Debentures of each
series affected at the time outstanding, as defined in the
Indenture, to execute supplemental indentures for the purpose of
adding any provisions to or changing in any manner or eliminating
any of the provisions of the Indenture or of any supplemental
indenture or of modifying in any manner the rights of the Holders
of the Debentures; provided, however, that no such supplemental
indenture shall (i) extend the fixed maturity of any Debentures
of any series, or reduce the principal amount thereof, or reduce
the rate or extend the time of payment of interest thereon, or
reduce any premium payable upon the redemption thereof, without
the consent of the holder of each Debenture so affected or (ii)
reduce the aforesaid percentage of Debentures, the holders of
which are required to consent to any such supplemental indenture,
without the consent of the holders of each Debenture then
outstanding and affected thereby. The Indenture also contains
provisions permitting the Holders of a majority in aggregate
principal amount of the Debentures of all series at the time
outstanding affected thereby, on behalf of the Holders of the
Debentures of such series, to waive any past default in the
performance of any of the covenants contained in the Indenture,
or established pursuant to the Indenture with respect to such
series, and its consequences, except a default in the payment of
the principal of or premium, if any, or interest on any of the
Debentures of such series. Any such consent or waiver by the
registered Holder of this Debenture (unless revoked as provided
in the Indenture) shall be conclusive and binding upon such
Holder and upon all future Holders and owners of this Debenture
and of any Debenture issued in exchange herefor or in place
hereof (whether by registration of transfer or otherwise),
irrespective of whether or not any notation of such consent or
waiver is made upon this Debenture.
No reference herein to the Indenture and no provision of
this Debenture or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of and premium, if any, and interest on this
Debenture at the time and place and at the rate and in the money
herein prescribed.
The Company shall have the right at any time during the term
of the Debentures, from time to time to extend the interest
payment period of such Debentures for up to 20 consecutive
quarters (the "Extended Interest Payment Period"), at the end of
which period the Company shall pay all interest then accrued and
unpaid (together with interest thereon compounded quarterly at
the rate specified for the Debentures to the extent that payment
of such interest is enforceable under applicable law); provided
that, during such Extended Interest Payment Period the Company
shall not declare or pay any dividend on, or purchase, acquire or
make a liquidation payment with respect to, any of its capital
stock, or make any guarantee payments with respect thereto.
Prior to the termination of any such Extended Interest Payment
Period, the Company may further extend such Extended Interest
Payment Period, provided that such Period together with all such
previous and further extensions thereof shall not exceed 20
consecutive quarters or extend beyond the maturity of the
Debentures. At the termination of any such Extended Interest
Payment Period and upon the payment of all accrued and unpaid
interest and any additional amounts then due, the Company may
select a new Extended Interest Payment Period.
As provided in the Indenture and subject to certain
limitations therein set forth, this Debenture is transferable by
the registered holder hereof on the Debenture Register of the
Company, upon surrender of this Debenture for registration of
transfer at the office or agency of the Company accompanied by a
written instrument or instruments of transfer in form
satisfactory to the Company or the Trustee duly executed by the
registered Holder hereof or his or her attorney duly authorized
in writing, and thereupon one or more new Debentures of
authorized denominations and for the same aggregate principal
amount and series will be issued to the designated transferee or
transferees. No service charge will be made for any such
transfer, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in relation
thereto.
Prior to due presentment for registration of transfer of
this Debenture, the Company, the Trustee, any paying agent and
any Debenture Registrar may deem and treat the registered Holder
hereof as the absolute owner hereof (whether or not this
Debenture shall be overdue and notwithstanding any notice of
ownership or writing hereon made by anyone other than the
Debenture Registrar) for the purpose of receiving payment of or
on account of the principal hereof and premium, if any, and
interest due hereon and for all other purposes, and neither the
Company nor the Trustee nor any paying agent nor any Debenture
Registrar shall be affected by any notice to the contrary.
No recourse shall be had for the payment of the principal of
or the interest on this Debenture, or for any claim based hereon,
or otherwise in respect hereof, or based on or in respect of the
Indenture, against any incorporator, stockholder, officer or
director, past, present or future, as such, of the Company or of
any predecessor or successor corporation, whether by virtue of
any constitution, statute or rule of law, or by the enforcement
of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration
for the issuance hereof, expressly waived and released.
This Global Debenture is exchangeable for Debentures in
definitive form only under certain limited circumstances set
forth in the Indenture. Debentures of this series so issued are
issuable only in registered form without coupons in denominations
of $25 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations herein and therein
set forth, Debentures of this series so issued are exchangeable
for a like aggregate principal amount of Debentures of this
series of a different authorized denomination, as requested by
the Holder surrendering the same.
All terms used in this Debenture which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
This Debenture shall not be entitled to any benefit under
the Indenture hereinafter referred to, be valid or become
obligatory for any purpose until the Certificate of
Authentication hereon shall have been signed by or on behalf of
the Trustee.
Unless the Certificate of Authentication hereon has been
executed by the Trustee or a duly appointed Authentication Agent
referred to on the reverse side hereof, this Debenture shall not
be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this Instrument
to be executed.
Dated: March , 1997
APPALACHIAN POWER COMPANY
By_______________________
Treasurer
Attest:
By____________________
Assistant Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Debentures of the series of Debentures
described in the within-mentioned Indenture.
THE FIRST NATIONAL BANK OF CHICAGO
as Trustee or as Authentication Agent
By__________________________
Authorized Signatory
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE)
_______________________________________
________________________________________________________________
________________________________________________________________
(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
________________________________________________________________
ASSIGNEE) the within Debenture and all rights thereunder, hereby
________________________________________________________________
irrevocably constituting and appointing such person attorney to
________________________________________________________________
transfer such Debenture on the books of the Issuer, with full
________________________________________________________________
power of substitution in the premises.
Dated: ______________________ ____________________________
NOTICE: The signature to this assignment must correspond with
the name as written upon the face of the within
Debenture in every particular, without alteration or
enlargement or any change whatever and NOTICE:
Signature(s) must be guaranteed by a financial
institution that is a member of the Securities Transfer
Agents Medallion Program ("STAMP"), the Stock Exchange
Medallion Program ("SEMP") or the New York Stock
Exchange, Inc. Medallion Signature Program ("MSP").
