AEP RESOURCES INC
U-57, 2000-03-06
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                      SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.

                                   FORM U-57

                NOTIFICATION OF FOREIGN UTILITY COMPANY STATUS

                       Filed under Section 33(a) of the
            Public Utility Holding Company Act of 1935, as amended


                      AEP DELAWARE INVESTMENT COMPANY II
                       (Name of foreign utility company)


                              AEP Resources, Inc.
   (Name of filing company if filed on behalf of a foreign utility company)


Please send a copy of all notices and correspondence concerning
this Notice to:

                               J. D. Cross, Esq.
                      Vice President and General Counsel
                              AEP Resources, Inc.
                         1 Riverside Plaza, 20th Floor
                              Columbus, OH 43215
                                 614/223-1580


Pursuant to Section 33(a) of the Public Utility  Holding  Company Act of 1935,
as amended (the "1935 Act") and Rule 57 thereunder,  AEP  Resources,  Inc., an
Ohio corporation  ("Resources"),  acting on behalf of AEP Delaware  Investment
Company II, a  corporation  organized  under the laws of the State of Delaware
(the  "Company"),  hereby  notifies  the  Commission  that  the  Company  is a
"foreign utility company"  ("FUCO") within the meaning of Section 33(a) of the
1935 Act.


ITEM 1

      State the name of the  entity  claiming  foreign  utility  company
      status, its business address,  and a description of the facilities
      used  for  the  generation,   transmission   and  distribution  of
      electric  energy  for sale or for the  distribution  at  retail of
      natural or  manufactured  gas. To the extent known,  identify each
      person  that  holds  five  percent  (5%) or more of any  class  of
      voting  securities of the foreign utility company and describe the
      amount and nature of the interest.

      The name and  business  address of the  entity for which FUCO  status is
claimed:

      AEP Delaware Investment Company II
      c/o CT Corporation
      1209 Orange Street
      Wilmington, DE 19801

Description of Facilities:

      The Company  indirectly owns and will operate a facility  engaged in the
generation of electricity that is currently under  construction in San Luis de
la Paz, State of Guanajuato, Mexico.

Ownership:

      Resources owns one hundred percent (100%) of the  outstanding  shares of
the voting securities of the Company.

ITEM 2

      State the name of any domestic  associate  public-utility  company
      and, if applicable,  its holding company, and a description of the
      relationship   between  the  foreign   utility  company  and  such
      company,  and  the  purchase  price  paid  by  any  such  domestic
      associate  public-utility  company for its interest in the foreign
      utility company.

      Resources  is a  wholly-owned  subsidiary  of  American  Electric  Power
Company,  Inc. ("AEP"), a registered  "holding company" as defined in the 1935
Act.  Consequently,  the following  domestic  "public-utility  companies"  are
"associate companies" of the Company:

AEP Generating Company
Appalachian Power Company
Columbus Southern Power Company
Indiana-Kentucky Electric Corporation
Indiana Michigan Power Company
Kentucky Power Company
Kingsport Power Company
Ohio Power Company
Ohio Valley Electric Corporation
Wheeling Power Company

      AEP is a  "holding  company"  with  respect  to each  of AEP  Generating
Company,   Appalachian   Power  Company,   Columbus  Southern  Power  Company,
Indiana-Kentucky   Electric  Corporation  ("IKEC"),   Indiana  Michigan  Power
Company, Kentucky Power Company,  Kingsport Power Company, Ohio Power Company,
Ohio  Valley  Electric   Corporation   ("OVEC")  and  Wheeling  Power  Company
(collectively,  the  "AEP  Subsidiaries").  In  addition,  OVEC is a  "holding
company" of IKEC.

      None of the AEP  Subsidiaries  have any  relationship  with the  Company
other  than  sharing  AEP as a  "holding  company"  and  being  an  "associate
company" of the  Company.  None of the AEP  Subsidiaries  paid any part of the
purchase price for the Company.


EXHIBITS - Not applicable



                                  SIGNATURE

      The  undersigned  company has duly caused this statement to be signed on
its behalf by the undersigned thereunto duly authorized.

AEP RESOURCES, INC.


By:/s/ Jeffrey D. Cross_______
Name:   Jeffrey D. Cross
Title:  Vice President and General Counsel


Dated: March 6, 2000



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