<PAGE> File No. 70-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________
FORM U-1
___________________________________
APPLICATION OR DECLARATION
under the
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
* * *
OHIO VALLEY ELECTRIC CORPORATION
P.O. Box 468, Piketon, Ohio 45661
(Name of company filing this statement and
addresses of principal executive offices)
* * *
AMERICAN ELECTRIC POWER COMPANY, INC.
1 Riverside Plaza, Columbus, Ohio 43215
ALLEGHENY POWER SYSTEM, INC.
12 East 49th Street, New York, New York 10017
(Names of top registered holding company
parents of each applicant or declarant
* * *
G. P. Maloney, Executive Vice President
AMERICAN ELECTRIC POWER SERVICE CORPORATION
1 Riverside Plaza, Columbus, Ohio 43215
A. Joseph Dowd, General Counsel
AMERICAN ELECTRIC POWER SERVICE CORPORATION
1 Riverside Plaza, Columbus, Ohio 43215
(Names and addresses of agents for service)
ITEM 1. DESCRIPTION OF PROPOSED TRANSACTIONS. Ohio Valley
Electric Corporation ("OVEC") requests authorization herein to
purchase or lease 515 railcars. Indiana-Kentucky Electric
Corporation ("IKEC") and OVEC's compliance plan with the Clean Air
Act Amendments of 1990 (the "Clean Air Act") requires IKEC's Clifty
Creek Plant ("Clifty") to utilize at least 3 million tons of Powder
River Basin ("PRB") coal. In order to comply with the Clean Air
Act, deliveries of such coal to Clifty must begin during the fourth
quarter of 1994. Under the terms and conditions of OVEC's rail
transportation contract with the Western Railroad Properties,
Incorporated, Union Pacific Railroad Company and Missouri Pacific
Railroad Company ("WRPI/UP"), which became effective March 3, 1993,
OVEC is required to provide the necessary railroad cars to move the
PRB coal.
The option of renting the necessary railcars on a short-term
basis is unattractive because of the instability of the rental
market for railcars and the uncertainty of the availability of
railcars at any particular time. The lead time for the ordering
and manufacturing of these railcars is about one year. For an in-
service date of October 1, 1994, these railcars should be in a
production queue by November 1, 1993.
OVEC requires a minimum of four train sets, each consisting of
117 railcars. The WRPI/UP contract also requires OVEC to have an
additional ten percent "spare" railcars to be used in rotation with
the four train sets for the performance of maintenance and to
handle other contingencies. Therefore a total of 515 railcars is
needed.
OVEC requests authorization to acquire the 515 railcars. OVEC
has not yet determined whether it will purchase the railcars or
acquire the railcars pursuant to a long-term lease. It is
anticipated that the cost of these railcars will be approximately
$44,000 each for a total of approximately $22.7 million.
If OVEC decides to lease the railcars, it requests authori-
zation to enter into a long-term lease and a participation agree-
ment, which contractually outlines the arrangement by which the
lessor borrows part of the purchase price of such railcars from a
group of lenders. A copy of a recent lease and participation
agreement pursuant to which an affiliate of OVEC leased railcars is
attached hereto as Exhibit B. It is proposed that a substantially
similar form of lease and participation agreement would be utilized
if OVEC determines to lease the railcars.
ITEM 2. FEES, COMMISSIONS AND EXPENSES.
Information concerning the expenses of OVEC in connection with
the proposed transaction will be filed by amendment hereto.
ITEM 3. APPLICABLE STATUTORY PROVISIONS.
OVEC considers Sections 9(a) and 10 of the 1935 Act to be
applicable to the proposed transaction.
ITEM 4. REGULATORY APPROVAL.
No commission other than the Securities and Exchange
Commission has jurisdiction over the proposed transaction.
ITEM 5. PROCEDURE.
It is requested, pursuant to Rule 23(c) of the Rules and
Regulations of the Commission, that the Commission's order
granting, and permitting to become effective this Application or
Declaration be issued on or before October 30, 1993. OVEC waives
any recommended decision by a hearing officer or by any other
responsible officer of the Commission and waives the 30-day waiting
period between the issuance of the Commission's order and the date
it is to become effective, since it is desired that the Commis-
sion's order, when issued, become effective forthwith. OVEC con-
sents to the Office of Public Utility Regulation assisting in the
preparation of the Commission's decision and/or order in this
matter, unless the Office opposes the matter covered by this
Application or Declaration. It is proposed that Certificates of
Notification with respect to railcars purchased or leased by OVEC
be filed quarterly.
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS.
The following exhibits and financial statements are filed as
part of this statement:
Exhibit B Copy of form of lease and participation
agreement (to be filed by amendment).
Exhibit E None
Exhibit F Opinion of Counsel (to be filed by amendment).
Exhibit H Form of Notice.
Balance Sheets as of September 30, 1993 and Statements of
Income and Retained Earnings, per books, for the 12 months ended
September 30, 1993 of OVEC, will be filed by amendment.
ITEM 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS.
It is believed that the granting and permitting to become
effective of this Application or Declaration will not constitute a
major Federal action significantly affecting the quality of the
human environment. No other Federal agency has prepared or is pre-
paring an environmental impact statement with respect to the pro-
posed transactions.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
statement to be signed on its behalf by the undersigned thereunto
duly authorized.
OHIO VALLEY ELECTRIC CORPORATION
By__/s/ G. P. Maloney______________
Vice President
Dated: January 7, 1994
railcars.ovc\resubmit.u-1
UNITED STATES OF AMERICA
before the
SECURITIES AND EXCHANGE COMMISSION
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Release No. /December , 1993
:
In the Matter of :
:
OHIO VALLEY ELECTRIC CORPORATION :
P.O. Box 468 :
Piketon, OH 45661 :
:
:
File No. 70- :
NOTICE OF PROPOSED ACQUISITION OF RAILCARS
NOTICE IS HEREBY GIVEN that Ohio Valley Electric Corporation
("OVEC"), an electric utility subsidiary of American Electric Power
Company, Inc., a registered holding company, has filed with this
Commission an Application or Declaration pursuant to Sections 9(a)
and 10 of the Public Utility Holding Company Act of 1935 (the
"Act").
OVEC proposes, subject to receipt of appropriate authorization, to
purchase or lease 515 railcars. OVEC's compliance plan with the
Clear Air Act Amendments of 1990 calls for the use of 3 million
tons of Powder River Basin coal ("PRB coal"). OVEC's rail
transportation contract requires it to provide the necessary
railcars to transport the PRB coal. It is anticipated the cost of
these 515 railcars will be approximately $22.7 million. If OVEC
decides to lease the railcars, it requests authorization to enter
into a long-term lease and a participation agreement.
The Application or Declaration and any amendments thereto are
available for public inspection through the Commission's Office of
Public Reference. Interested persons wishing to comment or request
a hearing should submit their views in writing by December , 1993
to the Secretary, Securities and Exchange Commission, Washington,
D.C. 20549, and serve a copy on the applicant at the address
specified above. Proof of service (by affidavit or, in case of any
attorney at law, by certificate) should be filed with the request.
Any request for a hearing shall identify specifically the issues of
fact or law that are disputed. A person who so requests will be
notified of any hearing, if ordered, and will receive a copy of any
notice or order issued in this matter. After said date, the
Application, as filed or as it may be amended, may be permitted to
become effective.
For the Commission, by the Office of Public Utility Regulation,
pursuant to delegated authority.
Jonathan G. Katz
Secretary
