-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O0Jwcr8tvDjYqnTFMp4jJmEhUDGVDtSx5fr2IicauJ//JiHmWQRX9pdw0CL7Oiqc s7lNiKZspGXacl5009tvag== 0000004904-98-000127.txt : 19980909 0000004904-98-000127.hdr.sgml : 19980909 ACCESSION NUMBER: 0000004904-98-000127 CONFORMED SUBMISSION TYPE: POS AMC PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980908 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN ELECTRIC POWER COMPANY INC CENTRAL INDEX KEY: 0000004904 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 134922640 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AMC SEC ACT: SEC FILE NUMBER: 070-08307 FILM NUMBER: 98705084 BUSINESS ADDRESS: STREET 1: 1 RIVERSIDE PLZ CITY: COLUMBUS STATE: OH ZIP: 43215 BUSINESS PHONE: 6142231000 FORMER COMPANY: FORMER CONFORMED NAME: KINGSPORT UTILITIES INC DATE OF NAME CHANGE: 19660906 POS AMC 1 AMEND #13 TO U-1 AEPCO/AEP RESOURCES SERVICE File No. 70-8307 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 13 to FORM U-1 APPLICATION OR DECLARATION under the PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 * * * AMERICAN ELECTRIC POWER COMPANY, INC. 1 Riverside Plaza, Columbus, Ohio 43215 AEP RESOURCES SERVICE COMPANY 1 Riverside Plaza, Columbus, Ohio 43215 (Name of companies filing this statement and addresses of principal executive offices) * * * AMERICAN ELECTRIC POWER COMPANY, INC. 1 Riverside Plaza, Columbus, Ohio 43215 (Name of top registered holding company parent of each applicant or declarant) * * * A. A. Pena, Treasurer AMERICAN ELECTRIC POWER SERVICE CORPORATION 1 Riverside Plaza, Columbus, Ohio 43215 Susan Tomasky, General Counsel AMERICAN ELECTRIC POWER SERVICE CORPORATION 1 Riverside Plaza, Columbus, Ohio 43215 (Names and addresses of agents for service) American Electric Power Company, Inc., a registered holding company ("American") and its wholly owned subsidiary AEP Resources Service Company ("RESCO") , whose name was changed from AEP Energy Services, Inc. on March 7, 1997, hereby amend their Application on Form U-1 in File No. 70-8307 as follows: 1. By amending Part D. Investments in AEPES, Financing and Guaranties under ITEM 1. DESCRIPTION OF PROPOSED TRANSACTION by extending American's authority to (i) guarantee debt of RESCO, formerly AEPES, to third parties in an amount not to exceed $51,000,000 through December 31, 2001 and (ii) issue guarantees and assumptions of liability on behalf of RESCO to third parties in an amount not to exceed $200,000,000 through December 31, 2001. All other terms relating to American's authority to guarantee RESCO's debt and other obligations, as set forth in the Commission's Order dated April 5, 1995 (HCAR No. 35-26267) remain unchanged. American's authority to invest in RESCO and RESCO's authority to incur debt are currently permitted under Rules 45 and 52 under the Public Utility Holding Company Act of 1935 and therefore does not need to be extended. 2. By amending and restating Part E. Compliance with Rule 54 under ITEM 1. DESCRIPTION OF PROPOSED TRANSACTION: C. Compliance with Rule 54. Rule 54 provides that in determining whether to approve certain transactions other than those involving an exempt wholesale generator ('EWG') or a foreign utility company ('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. As set forth below, all applicable conditions of Rule 53(a) are currently satisfied and none of the conditions set forth in Rule 53(b) exist or will exist as a result of the transactions proposed herein, thereby satisfying such provision and making Rule 53(c) inapplicable. Rule 53(a)(1). As of March 31, 1998, American, through its subsidiary, Resources, had aggregate investment in FUCOs of $435,146,000. This investment represents approximately 27.0% of $1,613,592,000, the average of the consolidated retained earnings of American reported on Forms 10-Q and 10-K for the four consecutive quarters ended March 31, 1998. Rule 53(a)(2). Each FUCO in which American invests 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 Utility Subsidiaries of American will, at any one time, directly or indirectly, render services to any 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 Utility 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 ($1,613,592,000) represented an increase of approximately $73,152,000 (or 4.7%) in the average consolidated retained earnings from the previous four quarterly periods ($1,540,440,000); and (iii) for the fiscal year ended December 31, 1997, American did not report operating losses attributable to American's direct or indirect investments in EWGs and FUCOs. American was authorized to invest up to 100% of its consolidated retained earnings in EWGs and FUCOs (HCAR No. 26864, April 27, 1998) (the '100% Order') in File No. 70-9021. In connection with its consideration of American's application for the 100% Order, the Commission reviewed American's procedures for evaluating EWG or FUCO investments. Based on projected financial ratios and on procedures and conditions established to limit the risks to American involved with investments in EWGs and FUCOs, the Commission determined that permitting American to invest up to 100% of its consolidated retained earnings in EWGs and FUCOs would not have a substantial adverse impact upon the financial integrity of the AEP System, nor would it have an adverse impact on any of the Utility Subsidiaries or their customers, or on the ability of state commissions to protect the Utility Subsidiaries or their customers. Since similar considerations are involved hereunder with respect to Rule 54, Applicants should not be required to make subsequent Rule 54 filings once American's aggregate investment in EWGs and FUCOs exceeds 50% of its consolidated retained earnings. 3. By adding this statement to the end of ITEM 2. FEES, COMMISSIONS AND EXPENSES: No additional expenses are expected to be incurred in connection with this Post-Effective Amendment No. 13. SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned companies have duly caused this Amendment No. 13 to Form U-1 to be signed on their behalf by the undersigned thereunto duly authorized. AEP RESOURCES SERVICE COMPANY By /s/ A. A. Pena Treasurer AMERICAN ELECTRIC POWER COMPANY, INC. By /s/ A. A. Pena Treasurer Dated: September 4, 1998 -----END PRIVACY-ENHANCED MESSAGE-----