As filed with the Securities and Exchange Commission on March 7 ,1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Appalachian Power Company
(Exact name of registrant as specified in its charter)
Virginia 54-0124790
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
40 Franklin Road, S. W.
Roanoke, Virginia 24011
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 540-985-2300
ARMANDO A. PENA, Treasurer
AMERICAN ELECTRIC POWER SERVICE CORPORATION
1 Riverside Plaza
Columbus, Ohio 43215
614-223-2850
(Name, address and telephone number of agent for service)
It is respectfully requested that the Commission send copies
of all notices, orders and communications to:
Simpson Thacher & Bartlett Dewey Ballantine
425 Lexington Avenue 1301 Avenue of the Americas
New York, NY 10017-3909 New York, NY 10019-6092
Attention: James M. Cotter Attention: E. N. Ellis, IV
Approximate date of commencement of proposed sale to the public: At
such time or times after the effective date of the Registration
Statement as the registrant shall determine.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. [ ]
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered only
in connection with dividend or interest reinvestment plans, please
check the following box. [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for
the same offering. [X] 333-22085
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Title of Proposed
Each Class Maximum Proposed
of Offering Maximum
Securities Amount Price Aggregate Amount of
to be to be Per Offering Registration
Registered Registered Unit* Price* Fee
Junior
Subordinated
Debentures $15,000,000 100% $15,000,000 $4,546
*Estimated solely for purpose of calculating the registration fee.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended. The contents of the
Registration Statement on Form S-3 (Reg. No. 333-22085) filed by
Appalachian Power Company with the Securities and Exchange Commission
(the "Commission") including the exhibits thereto, and declared
effective by the Commission on February 27, 1997 is incorporated by
reference into this Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable cause to believe that
it meets all of the requirements for filing on Form S-3 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Columbus and
State of Ohio, on the 7th day of March, 1997.
APPALACHIAN POWER COMPANY
/s/ E. Linn Draper, Jr.
E. Linn Draper, Jr.*
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons
in the capacities and on the dates indicated.
Signature Title Date
(i) Principal Executive
Officer Chairman of the Board
and Chief Executive
E. Linn Draper, Jr.* Officer March 7, 1997
(ii) Principal Financial
Officer:
G. P. Maloney* Vice President March 7, 1997
(iii) Principal Accounting
Officer:
P. J. DeMaria* Controller March 7, 1997
(iv) A Majority of the
Directors:
P. J. DeMaria*
E. Linn Draper, Jr.*
H. W. Fayne*
Wm. J. Lhota*
G. P. Maloney*
James J. Markowsky*
J. H. Vipperman* March 7, 1997
*By /s/ A. A. PENA
(A. A. Pena, Attorney-in-Fact)
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
5 - Opinion of Simpson Thacher & Bartlett as to the
legality of New Junior Subordinated Debentures.
23(a) - Consent of Deloitte & Touche LLP.
23(b) - Consent of Simpson Thacher & Bartlett (included in
Exhibit 5).
24 - Powers of Attorney and resolutions of the Board of
Directors of the Company.
<PAGE>
Exhibit 5
March 7, 1997
Appalachian Power Company
40 Franklin Road, S.W.
Roanoke, Virginia 24011
Dear Sirs:
With respect to the Registration Statement on Form S-3 of
Appalachian Power Company (hereinafter called the "Company") filed
with the Securities and Exchange Commission pursuant to Rule 462(b)
under the Securities Act of 1933, as amended, with respect to the
additional registration of its Junior Subordinated Debentures
(hereinafter called the "Junior Subordinated Debentures"), such
securities being of the same class as included in the earlier
Registation Statement on Form S-3 (No. 333-22085), we wish to advise
you as follows.
We are of the opinion that, when the steps mentioned in the next
paragraph below have been taken, the Junior Subordinated Debentures
will be valid and legally binding obligations of the Company, subject
to the effects of bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or
affecting creditors' rights generally, general equitable principles
(whether considered in a proceeding in equity or at law) and an
implied covenant of good faith and fair dealing.
The steps to be taken which are referred to in the next
preceding paragraph consist of the following:
(1) Appropriate definitive action by the Board of
Directors of the Company with respect to the proposed
transaction set forth in said Registration Statements;
(2) Appropriate action by and before the Virginia State
Corporation Commission and Tennessee Regulatory Authority in
respect of the proposed transactions set forth in said
Registration Statements;
(3) Compliance with the Securities Act of 1933, as
amended, and with the Trust Indenture Act of 1939, as amended;
and
(4) Issuance and sale of the Junior Subordinated
Debentures by the Company in accordance with the governmental
and corporate authorizations aforesaid.
Insofar as this opinion relates to matters governed by laws
other than the laws of the State of New York and the Federal law of
the United States, this firm has consulted, and may consult further,
with local counsel in which this firm has confidence and will rely,
as to such matters, upon such opinions or advice of such counsel
which will be delivered to this firm prior to the closing of the sale
of the Junior Subordinated Debentures.
We consent to the filing of this opinion as an exhibit to said
Registration Statements and to the use of our name and the inclusion
of the statements in regard to us set forth in said Registration
Statements under the caption "Legal Opinions".
Very truly yours,
/s/ Simpson Thacher & Bartlett
SIMPSON THACHER & BARTLETT
<PAGE>
Exhibit 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of Appalachian Power Company on Form S-3 of
our reports dated February 27, 1996, appearing in and incorporated
by reference in the Annual Report on Form 10-K of Appalachian Power
Company for the year ended December 31, 1995 and to the reference
to us under the heading "Experts" in Registration Statement No. 333-
22085 on Form S-3 incorporated by reference into this Registration
Statement.
Deloitte & Touche LLP
Columbus, Ohio
March 7, 1997
<PAGE>
Exhibit 24
APPALACHIAN POWER COMPANY
I, John M. Adams, Jr., Assistant Secretary of APPALACHIAN
POWER COMPANY, HEREBY CERTIFY that the following constitutes a true
and exact copy of the resolutions duly adopted by the affirmative
vote of a majority of the Board of Directors of said Company at a
meeting of said Board duly and legally held on December 19, 1996,
at which meeting a quorum of the Board of Directors of said Company
was present and voting throughout. I further certify that said
resolutions have not been altered, amended or rescinded, and that
they are presently in full force and effect.
GIVEN under my hand this 7th day of March, 1997.
_/s/ John M. Adams, Jr.__
Assistant Secretary
APPALACHIAN POWER COMPANY
December 19, 1996
The Chairman outlined a proposed financing program
through December 31, 1997 of the Company involving the issuance
and sale, either at competitive bidding, through a negotiated
public offering with one or more agents or underwriters or
through private placement, of up to $390,000,000 aggregate
principal amount of Debt Securities comprising first mortgage
bonds, notes or junior subordinated debentures, or a combination
of each, in one or more new series, each series to have a
maturity of not less than nine months and not more than 50 years
(collectively, the "Debt Securities"). The Chairman stated that,
as an alternative to issuing Debt Securities, the Company might
enter into a term loan agreement or note purchase agreement with
one or more commercial banks, financial institutions or other
institutional investors, providing for the issuance of unsecured
notes with a maturity in excess of nine months in an aggregate
principal amount of up to $390,000,000.
The Chairman noted that as an alternative to the
issuance of $200,000,000 of such Debt Securities, the Company may
issue and sell its Cumulative Preferred Stock, without par value,
with an aggregate involuntary liquidation price of up to
$200,000,000, in one or more new series, with an involuntary
liquidation price of $25 or $100 per share. The Chairman
recommended that, if the officers of the Company deemed it
necessary or desirable, a cumulative sinking fund might be
established to retire annually a number of shares of such series
equal to a percentage of the number of shares of such series
initially issued at a price to be determined.
The Chairman then stated that it was proposed that the
proceeds to be received in connection with the proposed sale of
Debt Securities and cumulative preferred stock would be used to
refund directly or indirectly long-term debt, to redeem or
purchase directly or indirectly preferred stock, to repay short-
term debt at or prior to maturity, to fund the Company's
construction program or for other corporate purposes.
Thereupon, on motion duly made and seconded, it was
unanimously
RESOLVED, that the proposed financing program of
this Company, as outlined at this meeting, be, and the
same hereby is, in all respects ratified, confirmed and
approved; and further
RESOLVED, that the proper officers of this Company
be, and they hereby are, authorized to take all steps
necessary, or in their opinion desirable, to carry out
the financing program outlined at this meeting.
The Chairman informed the meeting that it had been
necessary to file applications with the Virginia State
Corporation Commission and the Tennessee Regulatory Authority for
such authority through December 31, 1997. He also reported that
it would be necessary to file one or more Registration Statements
pursuant to the applicable provisions of the Securities Act of
1933, as amended.
Thereupon, on motion duly made and seconded, it was
unanimously
RESOLVED, that with respect to the proposed
financing program approved at this meeting, the actions
taken by the officers of this Company in connection
with the execution and filing on behalf of the Company
of the necessary applications with the Virginia State
Corporation Commission and the Tennessee Regulatory
Authority, be, and they hereby are, ratified, confirmed
and approved in all respects; and further
RESOLVED, that the proper officers of this Company
be, and they hereby are, authorized to execute and file
with the Securities and Exchange Commission (the
"Commission") on behalf of the Company one or more
Registration Statements pursuant to the applicable
provisions of the Securities Act of 1933, as amended;
and further
RESOLVED, that it is desirable and in the best
interest of the Company that the Debt Securities and
cumulative preferred stock be qualified or registered
for sale in various jurisdictions; that the Chairman of
the Board, the President, any Vice President or the
Treasurer and the Secretary or an Assistant Secretary
hereby are authorized to determine the jurisdictions in
which appropriate action shall be taken to qualify or
register for sale of all or such part of the Debt
Securities and cumulative preferred stock of the
Company as said officers may deem advisable; that said
officers are hereby authorized to perform on behalf of
the Company any and all such acts as they may deem
necessary or advisable in order to comply with the
applicable laws of any such jurisdictions, and in
connection therewith to execute and file all requisite
papers and documents, including, but not limited to,
applications, reports, surety bonds, irrevocable
consents and appointments of attorneys for service of
process; and the execution by such officers of any such
paper or document or the doing by them of any act in
connection with the foregoing matters shall
conclusively establish their authority therefor from
the Company and the approval and ratification by the
Company of the papers and documents so executed and the
action so taken; and further
RESOLVED, that the proper officers of this Company
be, and they hereby are, authorized and directed to
take any and all further action in connection
therewith, including the execution and filing of such
amendment or amendments, supplement or supplements and
exhibit or exhibits thereto as the officers of this
Company may deem necessary or desirable.
The Chairman stated that, in connection with the filing
with the Securities and Exchange Commission of one or more
Registration Statements relating to the proposed issuance and
sale of up to $390,000,000 of Debt Securities, there was to be
filed with the Commission a Power of Attorney, dated December 19,
1996, executed by the officers and directors of this Company
appointing true and lawful attorneys to act in connection with
the filing of such Registration Statement(s) and any and all
amendments thereto.
Thereupon, on motion duly made and seconded, the
following preambles and resolutions were unanimously adopted:
WHEREAS, Appalachian Power Company proposes to
file with the Securities and Exchange Commission one or
more Registration Statements for the registration
pursuant to the applicable provisions of the Securities
Act of 1933, as amended, of up to $390,000,000
aggregate principal amount of Debt Securities
comprising first mortgage bonds or notes, or a
combination of each, in one or more new series, each
series to have a maturity of not less than nine months
and not more than 50 years; and
WHEREAS, in connection with said Registration
Statement(s), there is to be filed with the Securities
and Exchange Commission a Power of Attorney, dated
December 19, 1996, executed by certain of the officers
and directors of this Company appointing E. Linn
Draper, Jr., G. P. Maloney, Bruce M. Barber and Armando
A. Pena, or any one of them, their true and lawful
attorneys, with the powers and authority set forth in
said Power of Attorney;
NOW, THEREFORE, BE IT
RESOLVED, that each and every one of said officers
and directors be, and they hereby are, authorized to
execute said Power of Attorney; and further
RESOLVED, that any and all action hereafter taken
by any of said named attorneys under said Power of
Attorney be, and the same hereby is, ratified and
confirmed and that said attorneys shall have all the
powers conferred upon them and each of them by said
Power of Attorney; and further
RESOLVED, that said Registration Statement(s) and
any amendments thereto, hereafter executed by any of
said attorneys under said Power of Attorney be, and the
same hereby are, ratified and confirmed as legally
binding upon this Company to the same extent as if the
same were executed by each said officer and director of
this Company personally and not by any of said
attorneys.
The Chairman then stated that, in connection with the
filing with the Securities and Exchange Commission of one or more
Registration Statements relating to the proposed issuance and
sale of Cumulative Preferred Stock, without par value, with an
aggregate involuntary liquidation price of up to $200,000,000, in
one or more new series, with an involuntary liquidation price of
$25 or $100 per share, there was to be filed with the Commission
a Power of Attorney, dated December 19, 1996, executed by the
officers and directors of this Company appointing true and lawful
attorneys to act in connection with the filing of such
Registration Statement(s) and any and all amendments thereto.
Thereupon, on motion duly made and seconded, the
following preambles and resolutions were unanimously adopted:
WHEREAS, Appalachian Power Company proposes to
file with the Securities and Exchange Commission one or
more Registration Statements for the registration
pursuant to the applicable provisions of the Securities
Act of 1933, as amended, of Cumulative Preferred Stock,
without par value, with an aggregate involuntary
liquidation price of up to $200,000,000, in one or more
new series, with an involuntary liquidation price of
$25 or $100 per share; and
WHEREAS, in connection with said Registration
Statement(s), there is to be filed with the Securities
and Exchange Commission a Power of Attorney, dated
December 19, 1996, executed by certain of the officers
and directors of this Company appointing E. Linn
Draper, Jr., G. P. Maloney, Bruce M. Barber and Armando
A. Pena, or any one of them, their true and lawful
attorneys, with the powers and authority set forth in
said Power of Attorney;
NOW, THEREFORE, BE IT
RESOLVED, that each and every one of said officers
and directors be, and they hereby are, authorized to
execute said Power of Attorney; and further
RESOLVED, that any and all action hereafter taken
by any of said named attorneys under said Power of
Attorney be, and the same hereby is, ratified and
confirmed and that said attorneys shall have all the
powers conferred upon them and each of them by said
Power of Attorney; and further
RESOLVED, that said Registration Statement(s) and
any amendments thereto, hereafter executed by any of
said attorneys under said Power of Attorney be, and the
same hereby are, ratified and confirmed as legally
binding upon this Company to the same extent as if the
same were executed by each said officer and director of
this Company personally and not by any of said
attorneys.
The Chairman advised the meeting that it was proposed
to designate independent counsel for the successful bidder or
bidders and/or agents of the Company for the new series of Debt
Securities and cumulative preferred stock proposed to be issued
and sold in connection with the proposed financing program of the
Company.
Thereupon, on motion duly made and seconded, it was
unanimously
RESOLVED, that Dewey Ballantine be, and said firm
hereby is, designated as independent counsel for the
successful bidder or bidders and/or agents of the
Company for the new series of Debt Securities and
cumulative preferred stock of this Company proposed to
be issued and sold in connection with the proposed
financing program of this Company.
The Chairman explained that, with respect to the
issuance of up to $390,000,000 of Debt Securities through one or
more agents under a medium term note program, the Company could
enter into a Selling Agency Agreement. The Chairman recommended
that the Board authorize the appropriate officers of the Company
to enter into such Selling Agency Agreement with securities
dealers to be determined.
Thereupon, upon motion duly made and seconded, it was
unanimously
RESOLVED, that the Chairman of the Board, the
President, any Vice President or the Treasurer of this
Company be, and each of them hereby is, authorized to
execute and deliver in the name and on behalf of this
Company, a Selling Agency Agreement with such
securities dealers in such form as shall be approved by
the officer executing the same, such execution to be
conclusive evidence of such approval; and further
RESOLVED, that the proper officers of the Company
be, and they hereby are, authorized to execute and
deliver such other documents and instruments, and to do
such other acts and things, that in their judgment may
be necessary or desirable, in connection with the
transactions authorized in the foregoing resolutions.
The Chairman next explained that the Company could also
enter into an Underwriting Agreement (the "Underwriting
Agreement"), under which the underwriters may purchase up to
$390,000,000 aggregate principal amount of Debt Securities having
an interest rate and maturity to be determined. The price at
which the underwriters will purchase the Debt Securities has not
yet been determined, such interest rate not to exceed 11% per
annum and the maturity thereof to be not less than nine months
nor more than 50 years. The Chairman recommended that the Board
authorize the appropriate officers of the Company to enter into
an Underwriting Agreement and determine the purchase price of the
Debt Securities, provided that the price shall not be less than
95%, including compensation to the Underwriters of no more than
3.5%, of the aggregate principal amount of the Debt Securities.
Thereupon, it was, on motion duly made and seconded,
unanimously
RESOLVED, that the Chairman of the Board, the
President, any Vice President or the Treasurer of this
Company be, and each of them hereby is, authorized to
execute and deliver in the name and on behalf of this
Company, an Underwriting Agreement in such form as
shall be approved by the officer executing the same,
such execution to be conclusive evidence of such
approval, provided that the purchase price of the Debt
Securities shall not be less than 95%, including
compensation to the Underwriters of no more than 3.5%,
of the aggregate principal amount of the Debt
Securities; and further
RESOLVED, that the proper officers of the Company
be, and they hereby are, authorized to execute and
deliver such other documents and instruments, and to do
such other acts and things, that in their judgment may
be necessary or desirable in connection with the
transactions authorized in the foregoing resolutions.
The Chairman related to the meeting that the
Underwriting Agreement and the Selling Agency Agreement would be
entered into in connection with the issuance of first mortgage
bonds, notes, junior subordinated debentures and the cumulative
preferred stock. He further noted that, in order to enable the
Company to perform its obligations under the Selling Agency
Agreement or the Underwriting Agreement approved at this meeting
providing for the sale of up to $390,000,000 aggregate principal
amount of first mortgage bonds, it was proposed that the Board
authorize the appropriate officers to create one or more new
series of first mortgage bonds, to be issued under the Mortgage
and Deed of Trust, dated December 1, 1940, of the Company to
Bankers Trust Company, as Trustee, as heretofore supplemented and
amended, and as to be supplemented and amended by one or more
additional Supplemental Indentures to the Mortgage and Deed of
Trust, each of said new series of first mortgage bonds to be
entitled and designated as, in the case of a medium term note
program, "First Mortgage Bonds, Designated Secured Medium Term
Notes, ______% Series due ____________", and, in the case of an
Underwriting Agreement, "First Mortgage Bonds, ______% Series due
____________", with the interest rate, maturity and certain other
terms of each such series of First Mortgage Bonds to be
designated at the time of creation thereof, such interest rate
not to exceed 11% per annum and the maturity thereof to be not
less than nine months nor more than 50 years.
Thereupon, after full and thorough discussion, it was,
on motion duly made and seconded, unanimously
RESOLVED, that the officers of this Company
(including the Chairman of the Board, the President,
any Vice President, the Treasurer, any Assistant
Treasurer, the Secretary or any Assistant Secretary)
be, and they hereby are, authorized to create up to
$390,000,000 aggregate principal amount of first
mortgage bonds in one or more series, each series to be
issued under and secured by the Mortgage and Deed of
Trust, dated December 1, 1940, of the Company to
Bankers Trust Company, as Trustee, and certain
indentures supplemental thereto, including one or more
additional Supplemental Indentures to the Mortgage and
Deed of Trust, in substantially the form presented to
this meeting, to be made by this Company to Bankers
Trust Company, as Trustee (said Mortgage and Deed of
Trust as heretofore supplemented and amended, and as to
be supplemented and amended, being hereinafter called
the "Mortgage"), each series to be designated and to be
distinguished from bonds of all other series by the
title, in the case of a medium term note program,
"First Mortgage Bonds, Designated Secured Medium Term
Notes, ______% Series due ____________", and, in the
case of an Underwriting Agreement, "First Mortgage
Bonds, ______% Series due ____________", (hereinafter
called "bonds of each New Series"), provided that the
interest rate, maturity and the applicable redemption
provisions, if any, and such other terms, including,
but not limited to, interest payment dates and record
payment dates, shall be designated at the time of
creation thereof and further provided that such
interest rate shall not exceed 11% per annum and such
maturity shall not be less than nine months nor more
than 50 years; and further
RESOLVED, that the officers of this Company
(including the Chairman of the Board, the President,
any Vice President, the Treasurer, any Assistant
Treasurer, the Secretary or any Assistant Secretary)
be, and they hereby are, authorized and directed to
execute and deliver, under the seal of and on behalf of
this Company, one or more additional Supplemental
Indentures, specifying the designation, terms,
redemption provisions and other provisions of the bonds
of each New Series and providing for the creation of
the bonds of each New Series and effecting the
amendments to the Mortgage described therein, such
instrument to be substantially in the form presented to
this meeting and ordered to be filed with the records
of this Company, with such changes therein as the
officers executing the same may, upon the advice of
counsel, approve at the time of execution (such
approval to be conclusively evidenced by their
execution thereof); that Bankers Trust Company is
hereby requested to join in the execution of said
Supplemental Indentures, as Trustee; and that the
officers (including the Chairman of the Board, the
President, any Vice President, the Treasurer, any
Assistant Treasurer, the Secretary or any Assistant
Secretary) of this Company be, and they hereby are,
authorized and directed to record and file, or to cause
to be recorded and filed, said Supplemental Indentures
in such offices of record and take such other action as
may be deemed necessary or advisable in the opinion of
counsel for the Company; and that such officers be, and
they hereby are, authorized to determine and establish
the basis on which the bonds of each New Series shall
be authenticated under the Mortgage; and further
RESOLVED, that the terms and provisions of the
bonds of each New Series and the forms of the
registered bonds of each New Series and of the
Trustee's Authentication Certificate be, and they
hereby are, established as provided in the form of
Supplemental Indenture to the Mortgage hereinbefore
authorized, with such changes as may be required upon
the establishment of the further terms thereof by the
appropriate officers of the Company as herein
authorized; and further
RESOLVED, that the registered bonds of each New
Series shall be substantially in the form set forth in
the form of Supplemental Indenture approved at this
meeting; and further
RESOLVED, that, subject to compliance with the
provisions of Article VI or VII of the Mortgage, the
Chairman of the Board, the President, any Vice
President or the Treasurer and the Secretary or any
Assistant Secretary of this Company be, and they hereby
are, authorized and directed to execute under the seal
of this Company in accordance with the provisions of
Section 14 of Article II of the Mortgage (the
signatures of such officers to be effected either
manually or by facsimile, in which case such facsimile
is hereby adopted as the signature of such officer
thereon), and to deliver to Bankers Trust Company, as
Trustee under the Mortgage, bonds of each New Series in
the aggregate principal amount of up to $390,000,000 as
definitive fully registered bonds without coupons in
denominations of $1,000 or integral multiples thereof;
and further
RESOLVED, that if any authorized officer of this
Company who signs, or whose facsimile signature appears
upon, any of the bonds of each New Series ceases to be
such an officer prior to their issuance, the bonds of
each New Series so signed or bearing such facsimile
signature shall nevertheless be valid; and further
RESOLVED, that, subject as aforesaid, Bankers
Trust Company, as such Trustee, be, and it hereby is,
requested to authenticate, by the manual signature of
an authorized officer of such Trustee, bonds of each
New Series and to deliver the same from time to time in
accordance with the written order of this Company
signed in the name of this Company by its Chairman,
President or one of its Vice Presidents and its
Treasurer or one of its Assistant Treasurers; and
further
RESOLVED, that the Chairman of the Board, the
President, any Vice President, the Treasurer or any
Assistant Treasurer of the Company be, and they hereby
are, authorized to execute any Treasurer's Certificate
required by Section 29(2) of Article VI and Section
30(2) of Article VII of the Mortgage, in connection
with the authentication and delivery of the bonds of
the New Series, and in connection with any other
actions taken, or to be taken, under the Mortgage; and
further
RESOLVED, that the law firm of Hunton & Williams
and that John F. Di Lorenzo, Jr. of Upper Arlington,
Ohio, John M. Adams, Jr. of Worthington, Ohio, Thomas
G. Berkemeyer of Hilliard, Ohio, Ann B. Graf of
Columbus, Ohio and David C. House, of Columbus, Ohio,
attorneys and employees of American Electric Power
Service Corporation, an affiliate of this Company, be,
and each of them hereby is, appointed Counsel to render
the Opinion of Counsel required by Article VI, Section
29(8) or Article VII, Section 30(3) of said Mortgage in
connection with the authentication and delivery of the
bonds of each New Series; and further
RESOLVED, that James J. Markowsky of Worthington,
Ohio, John R. Jones, III of Dublin, Ohio or Bruce A.
Renz of Worthington, Ohio, engineers and officers of
American Electric Power Service Corporation, an
affiliate of this Company, be, and each of them hereby
is, appointed the Engineer to make with the President,
any Vice President, the Treasurer or an Assistant
Treasurer of this Company any Engineer's Certificate
required by Article VI of the Mortgage, in connection
with the authentication and delivery of the bonds of
each New Series; and further
RESOLVED, that the office of Bankers Trust Company
at Four Albany Street, in the Borough of Manhattan, The
City of New York, be, and it hereby is, fixed as the
office or agency of this Company for the payment of the
principal of and the interest on the bonds of each New
Series and as the office or agency of the Company in
The City of New York for the registration, transfer and
exchange of registered bonds of each New Series; and
further
RESOLVED, that said Bankers Trust Company, be, and
it hereby is, appointed as the agent of this Company,
in the Borough of Manhattan, The City of New York for
the payment of the principal of and interest on the
bonds of each New Series, and for the registration,
transfer and exchange of registered bonds of each New
Series; and further
RESOLVED, that said Bankers Trust Company, be, and
it hereby is, appointed the withholding agent and
attorney of this Company for the purpose of withholding
any and all taxes required to be withheld by the
Company under the Federal revenue acts from time to
time in force and the Treasury Department regulations
pertaining thereto, from interest paid from time to
time on bonds of each New Series, and is hereby
authorized and directed to make any and all payments
and reports and to file any and all returns and
accompanying certificates with the Federal Government
which it may be permitted or required to make or file
as such agent under any such revenue act and/or
Treasury Department regulation pertaining thereto; and
further
RESOLVED, that, until further action by this
Board, the officers of this Company be, and they hereby
are, authorized and directed to effect transfers and
exchanges of bonds of each New Series, pursuant to
Section 12 of the Mortgage without charging a sum for
any bond of the New Series issued upon any such
transfer or exchange other than a charge in connection
with each such transfer or exchange sufficient to
reimburse the Company for any tax or other governmental
charge required to be paid by the Company in connection
therewith; and further
RESOLVED, that the firm of Deloitte & Touche LLP
be, and they hereby are, appointed as independent
accountants to render any independent public
accountant's certificate required under Section 29 of
the Mortgage; and further
RESOLVED, that the officers of the Company be, and
they hereby are, authorized and directed to execute
such instruments and papers and to do any and all acts
as to them may seem necessary or desirable to carry out
the purposes of the foregoing resolutions.
APPALACHIAN POWER COMPANY
POWER OF ATTORNEY
Each of the undersigned directors or officers of
APPALACHIAN POWER COMPANY, a Virginia corporation, which is to
file with the Securities and Exchange Commission, Washington,
D.C. 20549, under the provisions of the Securities Act of 1933,
as amended, one or more Registration Statements for the
registration thereunder of up to $390,000,000 aggregate principal
amount of its Debt Securities comprising First Mortgage Bonds,
Notes or Junior Subordinated Deferrable Interest Debentures, or a
combination of each, in one or more new series, each series to
have a maturity of not less than 9 months and not more than 50
years, does hereby appoint E. LINN DRAPER, JR., G. P. MALONEY,
BRUCE M. BARBER and ARMANDO A. PENA his true and lawful
attorneys, and each of them his true and lawful attorney, with
power to act without the others, and with full power of
substitution or resubstitution, to execute for him and in his
name said Registration Statement(s) and any and all amendments
thereto, whether said amendments add to, delete from or otherwise
alter the Registration Statement(s) or the related Prospectus(es)
included therein, or add or withdraw any exhibits or schedules to
be filed therewith and any and all instruments necessary or
incidental in connection therewith, hereby granting unto said
attorneys and each of them full power and authority to do and
perform in the name and on behalf of each of the undersigned, and
in any and all capacities, every act and thing whatsoever
required or necessary to be done in and about the premises, as
fully and to all intents and purposes as each of the undersigned
might or could do in person, hereby ratifying and approving the
acts of said attorneys and each of them.
IN WITNESS WHEREOF the undersigned have hereunto set
their hands and seals this 19th day of December, 1996.
/s/ E. Linn Draper, Jr._____ /s/ G. P. Maloney___________
E. Linn Draper, Jr. L.S. G. P. Maloney L.S.
/s/ P. J. DeMaria___________ /s/ James J. Markowsky______
P. J. DeMaria L.S. James J. Markowsky L.S.
/s/ Henry Fayne_____________ /s/ J. H. Vipperman_________
Henry Fayne L.S. J. H. Vipperman L.S.
/s/ Wm. J. Lhota____________
Wm. J. Lhota L.S.
