-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, jh1L746JrguqVstXajWeBwWwH31sqA/mY9qcWgGyceOk8YioZNXxc4lBTMmiKQvX 5EElIMQvnE85ELYVJ5X7yw== 0000006879-94-000015.txt : 19940526 0000006879-94-000015.hdr.sgml : 19940526 ACCESSION NUMBER: 0000006879-94-000015 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 19940525 FILER: COMPANY DATA: COMPANY CONFORMED NAME: APPALACHIAN POWER CO CENTRAL INDEX KEY: 0000006879 STANDARD INDUSTRIAL CLASSIFICATION: 4911 IRS NUMBER: 540124790 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-53805 FILM NUMBER: 94530382 BUSINESS ADDRESS: STREET 1: 40 FRANKLIN RD SW CITY: ROANOKE STATE: VA ZIP: 24011 BUSINESS PHONE: 7039852300 MAIL ADDRESS: STREET 1: 1 RIVERSIDE PLAZA CITY: COLUMBUS STATE: OH ZIP: 43215 S-3 1 APCO REG STMT, FORM S-3 FOR $30,000,000 CPS Registration No. 33- 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 Roanoke, Virginia 24011 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 703-985-2300 G. P. MALONEY, Executive Vice President AMERICAN ELECTRIC POWER SERVICE CORPORATION 1 Riverside Plaza Columbus, Ohio 43215 614-223-1000 (Name, address, including zip code, and telephone number, including area code, of agent for service) It is respectfully requested that the Commission send copies of all notices, orders and communications to: Simpson Thacher & Bartlett Winthrop, Stimson, Putnam & Roberts 425 Lexington Avenue One Battery Park Plaza New York, N.Y. 10017-3909 New York, N.Y. 10004-1490 Attention: James M. Cotter Attention: Donald L. Medlock 212-455-2000 212-858-1000 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of the Registration Statement. 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. [ ] 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 Cumulative Preferred Stock, without par value* 300,000* $100 $30,000,000 $10,345 *The Company may issue an equivalent dollar amount of shares of Cumulative Preferred Stock with an involuntary liquidation amount of $25 per share, as an alternative to issuing some or all of the Cumulative Preferred Stock with an involuntary liquidation amount of $100 per share. In any event the total involuntary liquidation amount of shares to be issued pursuant to this Registration State-ment will not exceed $30,000,000. **Estimated solely for purpose of calculating the registration fee. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. SUBJECT TO COMPLETION, DATED MAY 25, 1994 300,000 SHARES APPALACHIAN POWER COMPANY ______% CUMULATIVE PREFERRED STOCK (WITHOUT PAR VALUE) The ______% Cumulative Preferred Stock, without par value, of Appalachian Power Company offered hereby is not redeemable by the Company except through operation of the sinking fund provisions herein described. The new Preferred Stock is subject to a mandatory cumulative sinking fund requiring the Company to redeem 60,000 shares at $100 per share plus accrued and unpaid dividends to the date of redemption on August 1 of each year commencing with the year 2000. The Company has the non- cumulative option to redeem up to 60,000 additional shares on each such date at the same price. See "Description of the New Preferred Stock -- Sinking Fund" herein. The annual dividend rate for the new Preferred Stock shall be ______% per share, per annum, which dividend shall be calculated, per share, at such percentage multiplied by $100, payable quarterly on the first days of February, May, August and November in each year with respect to the quarterly period ending on the day preceding each such respective payment date, and the date from which dividends shall be cumulative on all new Preferred Stock shall be the date of original issuance of the new Preferred Stock. The initial quarterly dividend on the new Preferred Stock (covering the period from the date of original issuance to and including July 31, 1994) will be paid on August 1, 1994 to the persons in whose names the new Preferred Stock is registered on such day as is fixed by the Board of Directors. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. Price to Underwriting Proceeds to Public(1) Commission(2) Company(3) Per Share . . . $ $ $ Total . . . . . $ $ $ (1) Plus accrued dividends, if any, from the date of original issue. (2) The Company has agreed to indemnify the Underwriters against certain liabilities, including certain liabilities under the Securities Act of 1933. See "Underwriting" herein. (3) Before deduction of expenses payable by the Company estimated at $185,845. The new Preferred Stock is offered severally by the Underwriters, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of certain legal matters by counsel for the Underwriters and certain other conditions. The Underwriters reserve the right to withdraw, cancel or modify such offer and to reject any order in whole or in part. It is expected that delivery of the shares of new Preferred Stock will be made in New York, New York, on or about __________, 1994. MERRILL LYNCH & CO. GOLDMAN, SACHS & CO. The date of this Prospectus is __________, 1994. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER- ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NEW PREFERRED STOCK OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED IN THE OPEN MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. No dealer, salesperson or other person has been authorized to give any information or to make any representation not contained in this Prospectus in connection with the offer made by this Prospectus, and, if given or made, such information or representation must not be relied upon as having been authorized by Appalachian Power Company (the "Company") or any underwriter, agent or dealer. This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, by any underwriter, agent or dealer in any jurisdiction in which it is unlawful for such underwriter, agent or dealer to make such an offer or solicitation. Neither the delivery of this Prospectus nor any sale made hereunder shall create, under any circumstances, any implication that there has been no change in the affairs of the Company since the date hereof. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934 (the "1934 Act") and in accordance therewith files reports and other information with the Securities and Exchange Commission (the "SEC"). Such reports and other information may be inspected and copied at the public reference facilities maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C.; Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois; and 7 World Trade Center, 13th Floor, New York, New York. Copies of such material can be obtained from the Public Reference Section of the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. Certain of the Company's securities are listed on the New York Stock Exchange, Inc. and on the Philadelphia Stock Exchange, where reports, information statements and other information concerning the Company can also be inspected. DOCUMENTS INCORPORATED BY REFERENCE The following documents filed by the Company with the SEC are incorporated in this Prospectus by reference: -- The Company's Annual Report on Form 10-K for the year ended December 31, 1993; and -- The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this Prospectus and prior to the termination of the offering made by this Prospectus shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company will provide without charge to each person to whom a copy of this Prospectus has been delivered, upon the written or oral request of any such person, a copy of any or all of the documents described above which have been incorporated by reference in this Prospectus, other than exhibits to such documents. Written requests for copies of such documents should be addressed to Mr. G. C. Dean, American Electric Power Service Corporation, 1 Riverside Plaza, Columbus, Ohio 43215 (telephone number: 614-223-1000). The information relating to the Company contained in this Prospectus does not purport to be comprehensive and should be read together with the information contained in the documents incorporated by reference. THE COMPANY The Company is engaged in the generation, purchase, transmission and distribution of electric power to approximately 838,000 customers in Virginia and West Virginia, and in supplying electric power at wholesale to other electric utility companies and municipalities in those states and in Tennessee. Its principal executive offices are located at 40 Franklin Road, S.W., Roanoke, Virginia 24011 (telephone number: 703-985-2300). The Company is a subsidiary of American Electric Power Company, Inc. ("AEP") and is a part of the AEP integrated utility system (the "AEP System"). The executive offices of AEP are located at 1 Riverside Plaza, Columbus, Ohio 43215 (telephone number: 614- 223-1000). USE OF PROCEEDS The Company proposes to use the proceeds from the sale of the new Preferred Stock to fund its construction program, to repay short-term indebtedness incurred to fund its construction program or for other corporate purposes permitted by law. The Company has estimated that its consolidated construction costs (inclusive of allowance for funds used during construction) during 1994 will be approximately $219,700,000. At April 29, 1994, the Company had approximately $60,725,000 of short-term unsecured indebtedness outstanding. RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDEND REQUIREMENTS COMBINED Below is set forth the ratio of earnings to fixed charges and preferred stock dividend requirements combined for each of the years in the period 1989 through 1993 and for the twelve months ended March 31, 1994. 12-Month Period Ended Ratio December 31, 1989 2.80 December 31, 1990 2.16 December 31, 1991 2.42 December 31, 1992 2.16 December 31, 1993 2.20 March 31, 1994 2.12 DESCRIPTION OF THE NEW PREFERRED STOCK The ______% Cumulative Preferred Stock, without par value (the "new Preferred Stock") will be issued as a new series of the Cumulative Preferred Stock, without par value, of the Company under the Restated Articles of Incorporation of the Company, as amended (the "Amended Articles"). A copy of the proposed Articles of Amendment with respect to the new Preferred Stock is filed as an exhibit to the Registration Statement. References to paragraphs are to numbered paragraphs of Article V of such Amended Articles. The statements herein concerning the Cumulative Preferred Stock (including the new Preferred Stock), the Amended Articles, and the Articles of Amendment with respect to the new Preferred Stock are merely an outline and do not purport to be complete. They are qualified in their entirety by express reference to the cited provisions and do not relate or give effect to the provisions of statutory or common law. The shares of the new Preferred Stock, when duly issued and paid for, will be fully paid and nonassessable. The Transfer Agent and Registrar for the new Preferred Stock will be First Chicago Trust Company of New York, 14 Wall Street, New York, New York 10005. Dividend Rights and Restrictions The holders of the new Preferred Stock are entitled to receive cumulative preferential dividends, when and as declared by the Board of Directors, out of funds legally available for the payment of dividends, at the annual dividend rate set forth on the cover page of this Prospectus, payable quarterly on February 1, May 1, August 1 and November 1 to stockholders of record on such dates, not more than 50 and not less than 10 days preceding such payment dates, as may be fixed by the Board of Directors. (See Paragraph (2).) Dividends on the new Preferred Stock will accrue from the date of original issue of the new Preferred Stock, and the initial quarterly dividend payment date will be August 1, 1994. No dividends may be declared on any series of the Cumulative Preferred Stock in respect of any quarter-yearly dividend period unless proportionate dividends are likewise declared on all shares of all other series of the Cumulative Preferred Stock to the extent that such shares are entitled to receive dividends for such quarter-yearly dividend period. Unless dividends (but not sinking fund payments) on all outstanding shares of Cumulative Preferred Stock have been paid for all past quarter-yearly dividend periods, the Company may not declare or pay any dividend, or make any distribution on, or purchase or otherwise acquire, any shares of Common Stock. (See Paragraph (2).) If dividends payable on the Cumulative Preferred Stock are in default, no shares of Cumulative Preferred Stock may be purchased or acquired by the Company (except by redemption of all outstanding shares of Cumulative Preferred Stock) unless such purchase or acquisition has been approved by the SEC or by a successor regulatory authority. (See Paragraph (3).) So long as any shares of Cumulative Preferred Stock are outstanding the Company may not declare or pay any dividend on the Common Stock if such dividend together with all other dividends on Common Stock paid within the year ending on the date such dividend is payable will exceed (a) 50% of the net income available for dividends on Common Stock of the Company for the 12 full calendar months immediately preceding the calendar month in which such dividend is declared, if Common Stock Equity, as defined, is or would become less than 20% of total capitalization, as defined, or (b) 75% of said net income if Common Stock Equity is or would become less than 25% but not less than 20% of total capitalization. (See Paragraph (5).) Various restrictions on the use of retained earnings for cash dividends on Common Stock, and other purposes are contained in or result from covenants in the Company's Mortgage and Deed of Trust, dated as of December 1, 1940, as heretofore amended and supplemented, relating to outstanding series of the Company's first mortgage bonds, under which Bankers Trust Company, New York, New York, is acting as Trustee (the "Mortgage"), its debenture agreement, charter provisions and orders of regulatory authorities. At March 31, 1994, the Company's consolidated retained earnings amounted to $229,721,000, of which approximately $37,000,000 were so restricted. Redemption of the New Preferred Stock The shares of the new Preferred Stock are not redeemable except through the sinking fund. (See "Sinking Fund" herein.) Sinking Fund The new Preferred Stock is entitled to a cumulative sinking fund requiring the Company, to the extent not prohibited by law, to redeem 60,000 shares of the new Preferred Stock at $100 per share plus accrued and unpaid dividends to the date of such redemption on August 1 of each year commencing with the year 2000. The Company has the non-cumulative option to redeem on any sinking fund date, at a redemption price of $100 per share plus accrued and unpaid dividends to the date of redemption, up to an additional 60,000 shares of the new Preferred Stock, but no redemption made pursuant to such option shall be deemed to fulfill any sinking fund requirement. The Company is entitled, at its election, to credit against any sinking fund requirement due on any sinking fund date, shares of the new Preferred Stock theretofore purchased or otherwise acquired by the Company (other than pursuant to such option) and not previously credited against any sinking fund requirement. There is no restriction on the repurchase or redemption of shares of Cumulative Preferred Stock of any series, including the new Preferred Stock, by the Company while there is any arrearage in sinking fund installments with respect to the new Preferred Stock. Voting Rights Holders of the Cumulative Preferred Stock issued prior to June 1, 1977 have one vote for each share of such stock, and holders of the Common Stock have one vote for each share of such stock, for the election of directors and upon all other matters; except that if and when dividends payable on the Cumulative Preferred Stock shall be in default in an amount equivalent to four full quarter-yearly dividends on all shares of all series of the Cumulative Preferred Stock then outstanding, and until all dividends in default shall have been paid, the holders of all shares of the Cumulative Preferred Stock, voting separately as one class, shall be entitled to elect the smallest number of directors necessary to constitute a majority of the Board of Directors, and the holders of the Common Stock voting separately as a class, shall be entitled to elect the remaining directors. On any matter on which the holders of any series of the Cumulative Preferred Stock shall be entitled to vote, each share shall entitle the holder thereof to a vote equal to the fraction of which the involuntary liquidation amount fixed for such share is the numerator and $100 is the denominator. The special voting rights of holders of the Cumulative Preferred Stock cease upon payment of all dividends then in default. (See Paragraph (9).) The favorable vote of holders of more than two-thirds of the total voting power of the Cumulative Preferred Stock then outstanding is required (a) to increase the total authorized amount of the Cumulative Preferred Stock (see Paragraph (7)(A)(a)), (b) to create or authorize any series of stock (other than a series of the Cumulative Preferred Stock) ranking prior to or on a parity with the Cumulative Preferred Stock as to assets or dividends, or to create or authorize any obligation or security convertible into shares of any such stock (see Paragraph (7)(A)(b)), or (c) to amend, alter, change or repeal any of the express terms of the Cumulative Preferred Stock or of any outstanding series thereof in a manner prejudicial to the holders thereof (see Paragraph (7)(A)(c)). Stock or securities authorized under Paragraph (7)(A)(b) can only be issued under such authorization within twelve months after the date of such authorization. Under Paragraph (7)(A)(c), if less than all series are prejudicially affected, only the consent of the holders of two-thirds of the total number of votes which holders of the shares of each series so affected are entitled to cast is required. The favorable vote of the holders of a majority of the total voting power of the Cumulative Preferred Stock then outstanding is required before the Company may (see Paragraph (7)(B)): (a) merge or consolidate with or into any other corporation or corporations, or sell or otherwise dispose of all or substantially all of its assets, unless such action has been approved by the SEC or by a successor regulatory authority; (b) issue or assume any evidences of indebtedness, secured or unsecured, (other than (i) bonds issued under the Company's Mortgage, (ii) bonds issued under a new mortgage replacing the Mortgage, (iii) bonds issued under any other new mortgage, provided the Mortgage shall have been irrevocably closed against the authentication of additional bonds thereunder, (iv) indebtedness secured by bonds of the Company or by bonds issued under any such new mortgage, (v) indebtedness secured by bonds issued under a mortgage existing at the time of acquisition on property acquired by the Company, provided such mortgage, or any mortgage replacing it, is irrevocably closed against authentication of additional bonds thereunder, or (vi) obligations to pay the purchase price of materials or equipment made in the ordinary course of the Company's business), for purposes other than the refunding or renewing of evidences of indebtedness previously issued or assumed by the Company resulting in equal or longer maturities or redeeming or otherwise retiring all outstanding shares of the Cumulative Preferred Stock, if immediately after such issue or assumption, (x) the total principal amount of all such indebtedness (other than those referred to in (i) through (vi) above) issued or assumed by the Company and then outstanding (including the evidences of indebtedness then to be issued or assumed) would exceed 20% of the sum of (1) the total principal amount of all debt securities of the character hereinbefore described in (i) through (vi) above, issued or assumed by the Company and then to be outstanding, and (2) the stated capital and surplus of the Company, or (y) the total outstanding principal amount of all unsecured debt securities of the Company (other than obligations of the character described in (vi) above) would exceed 20% of the sum of (1) the total outstanding principal amount of all bonds or other secured debt of the Company, and (2) the stated capital and surplus of the Company, or (z) the total outstanding principal amount of all unsecured debt securities of the Company (other than obligations of the character described in (vi) above) of maturities of less than 10 years would exceed 10% of the sum of (1) the total principal amount of all bonds or other secured debt of the Company, and (2) the stated capital and surplus of the Company; provided that the payment due upon the maturity of unsecured debt having an original single maturity of 10 or more years or the payment due upon the final maturity of any unsecured serial debt which had original maturities of 10 or more years is not regarded for purposes of this subparagraph (b) as unsecured debt of a maturity of less than 10 years until payment thereof is required within 3 years; or (c) issue or reissue any shares of the Cumulative Preferred Stock or of any other class of stock ranking on a parity with the outstanding shares of Cumulative Preferred Stock as to dividends or assets for any purpose other than to refinance an amount of outstanding Cumulative Preferred Stock, or stock ranking prior to or on a parity with the Cumulative Preferred Stock as to dividends or assets, having an aggregate involuntary liquidation amount equal to the aggregate involuntary liquidation amount of such issued or reissued shares, unless (i) the net income of the Company, determined in accordance with generally accepted accounting principles to be available for the payment of dividends for a period of 12 consecutive calendar months within the 15 calendar months immediately preceding the calendar month of such issuance, is equal to at least twice the annual dividend requirements on the Cumulative Preferred Stock (including dividend requirements on such prior or parity stock), which will be outstanding immediately after such issuance; (ii) the gross income of the Company for the same period determined in accordance with generally accepted accounting principles (but in any event after all taxes including taxes based on income) is equal to at least one and one-half times the aggregate of annual interest charges on indebtedness (excluding interest charges on indebtedness to be retired by the application of the proceeds from the issuance of such shares) and the annual dividend requirements on the Cumulative Preferred Stock (including dividend requirements on such prior or parity stock), which will be outstanding immediately after such issuance; and (iii) the aggregate of the Common Stock Equity, as defined, is at least equal to the aggregate amount payable in connection with an involuntary liquidation of the Company with respect to all shares of Cumulative Preferred Stock and all shares of such prior or parity stock, if any, which will be outstanding immediately after such issuance. No dividends may be paid on Common Stock which would result in the reduction of the Common Stock Equity, as defined, below the requirements of the above clause (c)(iii). Liquidation Rights On any liquidation, dissolution or winding up of the Company, after payment of the creditors of the Company, the holders of the new Preferred Stock have a right to receive $100 per share plus accrued and unpaid dividends, or, if the Company's assets are insufficient, to share ratably with all other series of the Cumulative Preferred Stock in proportion to the full preferential amounts to which they are respectively entitled, prior to any distribution to the holders of the Common Stock. (See Paragraphs (4) and (6).) Pre-emptive and Conversion Rights Holders of the Cumulative Preferred Stock have no pre- emptive right to acquire unissued shares of the Company, no right to acquire any securities convertible into or exchangeable for such shares and no right to acquire any options, warrants or rights to purchase such shares; nor shall the holders of the new Preferred Stock have any rights to convert the same into and/or purchase stock of any other series or class or any other securities. (See Paragraph (8).) UNDERWRITING Subject to the terms and conditions set forth in the Underwriting Agreement, the Company has agreed to sell to each of the Underwriters named below (the "Underwriters"), and each of the Underwriters has severally agreed to purchase the number of shares of the new Preferred Stock set forth opposite its name below: Number of Shares of the new Underwriters Preferred Stock Merrill Lynch, Pierce, Fenner & Smith Incorporated ....................... Goldman, Sachs & Co............................. Total 300,000 Under the terms and conditions of the Underwriting Agreement, the Underwriters are committed to take and pay for all of the shares of the new Preferred Stock, if any are taken. The Company has been advised by the Underwriters that the Underwriters propose initially to offer the shares to the public at the price to public set forth on the cover page of this Prospectus, and to certain dealers at such price less a concession not in excess of $______ per share. The Underwriters may allow, and such dealers may reallow, a discount not in excess of $______ per share to certain other dealers. After the initial public offering, the price to public, concession and discount may from time to time be changed by the Underwriters. The new Preferred Stock will not have an established trading market when issued. The new Preferred Stock will not be listed on any securities exchange. The Company has been advised by the Underwriters that they intend to make a market in the new Preferred Stock, but the Underwriters are not obligated to do so and may discontinue any market-making at any time without notice. There can be no assurance as to the liquidity of the trading market for the new Preferred Stock. The Underwriters, and certain affiliates thereof, engage in transactions with and perform services for the Company and its affiliates in the ordinary course of business. The Company has agreed to indemnify the Underwriters against certain liabilities, including certain liabilities under the Securities Act of 1933. LEGAL OPINIONS Opinions with respect to the legality of the new Preferred Stock will be rendered by Simpson Thacher & Bartlett (a partnership which includes professional corporations), 425 Lexington Avenue, New York, New York, and 1 Riverside Plaza, Columbus, Ohio, counsel for the Company, and by Winthrop, Stimson, Putnam & Roberts, One Battery Park Plaza, New York, New York, counsel for the Underwriters. EXPERTS The financial statements and related financial statement schedules incorporated in this Prospectus by reference from the Company's Annual Report on Form 10-K have been audited by Deloitte & Touche, independent auditors, as stated in their reports, which are incorporated herein by reference, and have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing. PART II. INFORMATION NOT REQUIRED IN PROSPECTUS. Item 14. Other Expenses of Issuance and Distribution.* Estimation based upon the issuance of all of the new Preferred Stock in one issuance: Securities and Exchange Commission Filing Fees $ 10,345 State Filing and Recordation fees and expenses 1,000 Printing Registration Statement, Prospectus, etc. 25,000 Printing and Engraving Stock Certificates 10,000 Independent Auditors' fees 15,000 Charges of Transfer Agent and Registrar 3,500 Legal fees 71,000 Rating Agency fees 30,000 Miscellaneous expenses $ 20,000 Total $185,845 * Estimated, except for filing fees. Item 15. Indemnification of Directors and Officers. The Bylaws of the Company provide that the Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal because such person is or was a director, officer or employee of the Company or is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any obligations to pay judgments, settlements, penalties, fines (including any excise tax) or reasonable expenses (including attorneys' fees) incurred by such person in connection with such action, suit or proceeding if (a) such person conducted him or herself in good faith, (b) such person believed in the case of conduct in such person's official capacity with the Company (as defined) that his or her conduct was in the best interests of the Company, and, in all other cases, that his or her conduct was at least not opposed to its best interests, (c) with respect to any criminal action or proceeding, such person had no reasonable cause to believe his or her conduct was unlawful and (d) such person was not grossly negligent or guilty of willful misconduct. Such indemnification in connection with a proceeding by or in the right of the Company is limited to reasonable expenses incurred in connection with the proceeding. Any such indemnification (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the director is proper in the circumstances because such person has met the applicable standard of conduct. Section 13.1-698 of the Code of Virginia provides that unless limited by the articles of incorporation, a corporation shall indemnify a director who entirely prevails in the defense of any action, suit or proceeding to which such person was a party because such person is or was a director of the corporation against reasonable expenses incurred in connection with such action, suit or proceeding. Section 13.1-699 provides that a corporation may pay for or reimburse reasonable expenses incurred by a director who is a party to such a proceeding in advance of final disposition of such proceeding if (a) the director furnishes a written statement of his or her good faith belief that the standard of conduct described in the paragraph above has been met; (b) the director furnishes the corporation a written undertaking by or on behalf of the director to repay the advance if it is ultimately determined that such person did not meet the standard of conduct; and (c) a determination is made that the facts then known to those making the determination would not preclude indemnification. Section 13.1-700.1 provides procedures which allow directors to apply to a court for indemnification. Section 13.1-702 provides that unless limited by the articles of incorporation, (a) officers are entitled to mandatory indemnifi-cation under Section 13.1-698 and to apply for court ordered indemnification under Section 13.1-700.1 to the same extent as a director, and (b) that a corporation may indemnify and advance expenses to an officer, employee or agent to the same extent as to a director. Section 13.1-704 provides that any corporation shall have the power to make any further indemnity to any director, officer, employee or agent that may be authorized by the articles of incorporation or any bylaw made by the stockholders or any resolution adopted, before or after the event, by the stockholders, except an indemnity against willful misconduct or a knowing violation of criminal law. The above is a general summary of certain provisions of the Company's Bylaws and the Code of Virginia and is subject in all cases to the specific and detailed provisions of the Company's Bylaws and the Code of Virginia. Reference is made to the Underwriting Agreement filed as Exhibit 1 hereto, which provides for indemnification of the Company, certain of its directors and officers, and persons who control the Company, under certain circumstances. The Company maintains insurance policies insuring its directors and officers against certain obligations that may be incurred by them. Item 16. Exhibits. Reference is made to the information contained in the Exhibit Index filed as a part of this Registration Statement. Item 17. Undertakings. The undersigned registrant hereby undertakes: (1) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the new Preferred Stock, and the offering thereof at that time shall be deemed to be the initial bona fide offering thereof. (2) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the laws of the Commonwealth of Virginia, the registrant's Bylaws, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in said Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the new Preferred Stock, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in said Act and will be governed by the final adjudication of such issue. (3) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. (4) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds 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 25th day of May, 1994. APPALACHIAN POWER COMPANY By: 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 May 25, 1994 (ii) Principal Financial Officer: G. P. Maloney Vice President May 25, 1994 (iii) Principal Accounting Officer: P. J. DeMaria* Treasurer May 25, 1994 (iv) A Majority of the Directors: P. J. DeMaria* A. Joseph Dowd* E. Linn Draper, Jr.* Luke M. Feck* Wm. J. Lhota* G. P. Maloney James J. Markowsky* J. H. Vipperman* May 25, 1994 *By_/s/ G. P. Maloney___________ (G. P. Maloney, Attorney-in-Fact) EXHIBIT INDEX Certain of the following exhibits, designated with an asterisk (*), are filed herewith. The exhibits not so designated have heretofore been filed with the Commission and, pursuant to 17 C.F.R. Sec. 201.24 and Sec. 230.411, are incorporated herein by reference to the documents indicated following the descriptions of such exhibits. Exhibit No. Description *1 -- Copy of proposed form of Underwriting Agreement for the new Preferred Stock. 4(a) -- Copy of Restated Articles of Incorporation, as amended through March 25, 1992, of the Company [Registration Statement No. 33-50163, Exhibit 4(a)]. *4(b) -- Copy of Articles of Amendment to the Restated Articles of Incorporation of the Company dated October 13, 1993 containing the designation, description and terms of the 5.92% Cumulative Preferred Stock, without par value. *4(c) -- Copy of Articles of Amendment to the Restated Articles of Incorporation of the Company dated November 4, 1993 containing the designation, description and terms of the 5.90% Cumulative Preferred Stock, without par value. *4(d) -- Copy of proposed form of Articles of Amendment determining terms of new Preferred Stock. *5 -- Opinion of Simpson Thacher & Bartlett with respect to the legality of the new Preferred Stock. *12 -- Statement re Computation of Ratios. *23(a) -- Consent of Deloitte & Touche, dated May 25, 1994. 23(b) -- Consent of Simpson Thacher & Bartlett (included in Exhibit 5 filed herewith). *24 -- Powers of Attorney and resolutions of the Board of Directors of the Company. EX-1 2 APCO FORM S-3 EXHIBIT 1 Exhibit 1 APPALACHIAN POWER COMPANY Underwriting Agreement Dated _______________, 1994 AGREEMENT made among APPALACHIAN POWER COMPANY, a corpo- ration organized and existing under the laws of the Commonwealth of Virginia (the Company), and the several persons, firms and corporations (the Underwriters) named in Exhibit 1 hereto. WITNESSETH: WHEREAS, the Company proposes to issue and sell 300,000 shares of its _____% Cumulative Preferred Stock, without par value (the Stock); and WHEREAS, the Underwriters have designated the person signing this Agreement (the Representative) to execute this Agreement on behalf of the respective Underwriters and to act for the respective Underwriters in the manner provided in this Agreement; and WHEREAS, the Company has prepared and filed, in accordance with the provisions of the Securities Act of 1933 (the Act), with the Securities and Exchange Commission (the Commission), a registration statement and prospectus relating to the Stock and such registration statement has become effective; and WHEREAS, such registration statement, as it may have been amended through the time the same first became effective (the Effective Date), including the financial statements, the documents incorporated or deemed incorporated therein by reference, the exhibits thereto and the information deemed to be part thereof pursuant to Rule 430A(b) of the Commission's General Rules and Regulations under the Act (the "Rules"), being herein called the Registration Statement, the prospectus included in the Registration Statement when the same became effective that omits the information, if any, deemed to be a part thereof pursuant to Rule 430A(b) of the Rules, being herein called the Preliminary Prospectus and the prospectus, including the price and terms of the offering, the dividend rate and certain information relating to the Underwriters of the Stock first filed with the Commission, in accordance with Rule 430A and pursuant to Rule 424(b) of the Rules, including all documents then incorporated or deemed to have been incorporated therein by reference being herein called the Prospectus. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, it is agreed between the parties as follows: 1. Purchase and Sale: Upon the basis of the warranties and representations and on the terms and subject to the conditions herein set forth, the Company agrees to sell to the respective Underwriters named in Exhibit 1 hereto, severally and not jointly, and the respective Underwriters, severally and not jointly, agree to purchase from the Company, at the price of $100 per share, the respective numbers of shares of Stock set opposite their names in Exhibit 1 hereto, together aggregating all of the Stock, which the Underwriters agree will be offered to the public at an initial public offering price equal to $____ per share. The Company agrees to pay to the Representative for the respective accounts of the Underwriters named in Exhibit 1 hereto $_____ per share as compensation. 2. Payment and Delivery: Payment for the Stock shall be made to the Company or its order by certified or bank check or checks, payable in New York Clearing House funds, at the office of Simpson Thacher & Bartlett, 425 Lexington Avenue, New York, New York 10017-3909, or at such other place as the Company and the Representative shall mutually agree in writing, upon the delivery of the Stock to the Representative for the respective accounts of the Underwriters against receipt therefor signed by the Representative on behalf of itself and for the other Underwriters. The Company contemporaneously will pay to the Representative for the accounts of the respective Underwriters against receipt therefor the aggregate compensation of the Underwriters by certified or bank check or checks payable in New York Clearing House funds at said office. Such payments and delivery shall be made at 10:00 A.M., New York Time, on ______________, 1994 (or on such later business day, not more than five business days subsequent to such day, as may be designated by the Company), unless postponed in accordance with the provisions of Section 7 hereof. The time at which payment and delivery are to be made is herein called the Time of Purchase. Delivery of the certificates for the Stock shall be made in definitive form registered in such names and denominations as the Representative may request in writing to the Company not later than three full business days prior to the Time of Purchase, or if no such request is received, in the respective names of the Underwriters for the respective amounts of Stock opposite their names in Exhibit 1 in denominations selected by the Company. If the Representative shall request that any certificates be issued in a name other than that of the Underwriter agreeing to purchase the shares represented thereby, such Underwriter shall pay any transfer taxes resulting from such issuance. The Company agrees to make such certificates available for inspection by the Representative at the office of First Chicago Trust Company of New York, 525 Washington Street, Jersey City, New Jersey, at least 20 hours prior to the Time of Purchase. 3. Conditions of Underwriters' Obligations: The several obligations of the Underwriters hereunder are subject to the accuracy in all material respects of the warranties and representations on the part of the Company and to the following other conditions: (a) That all legal proceedings to be taken and all legal opinions to be rendered in connection with the issue and sale of the Stock shall be satisfactory in form and substance to Winthrop, Stimson, Putnam & Roberts, counsel to the Under- writers. (b) That, at the Time of Purchase, the Representative shall be furnished with the following opinions, dated the day of the Time of Purchase, with conformed copies or signed counterparts thereof for each of the other Underwriters, with such changes therein as may be agreed upon by the Company and the Representative with the approval of Winthrop, Stimson, Putnam & Roberts, counsel to the Underwriters: (1) Opinion of Simpson Thacher & Bartlett, of New York, New York, counsel to the Company, substantially in the form heretofore made available to the Underwriters; (2) Opinion of Winthrop, Stimson, Putnam & Roberts, of New York, New York, counsel to the Underwriters, substantially in the form heretofore made available to the Underwriters. (c) That the Representative shall have received a letter from Deloitte & Touche in form and substance satisfactory to the Representative, dated as of the day of the Time of Purchase, (i) confirming that they are independent public accountants within the meaning of the Act and the applicable published rules and regulations of the Commission thereunder, (ii) stating that in their opinion the financial statements audited by them and included or incorporated by reference in the Registration Statement complied as to form in all material respects with the then applicable accounting requirements of the Commission, including the applicable published rules and regulations of the Commission and (iii) covering as of a date not more than five business days prior to the day of the Time of Purchase such other matters as the Representative reasonably requests. (d) That no amendment to the Registration Statement and that no prospectus or prospectus supplement of the Company (other than the Prospectus) and no document which would be deemed incorporated in the Prospectus by reference filed subsequent to the date hereof and prior to the Time of Purchase shall contain material information substantially different from that contained in the Registration Statement which is unsatisfactory in substance to the Representative or unsatisfactory in form to Winthrop, Stimson, Putnam & Roberts, counsel to the Underwriters. (e) That, at the Time of Purchase, appropriate orders of the State Corporation Commission of Virginia and the Tennessee Public Service Commission, necessary to permit the sale of the Stock to the Underwriters, shall be in effect; and that, prior to the Time of Purchase, no stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act by the Commission or proceedings therefor initiated. (f) That, at the Time of Purchase, there shall have been no change in the business, properties or financial condition of the Company from that set forth in the Prospectus (other than changes referred to in or contemplated by the Prospectus), except changes arising from transactions in the ordinary course of business, none of which individually has, or in the aggregate have, had a material adverse effect on the business, proper- ties or financial condition of the Company, and that the Company shall, at the Time of Purchase, have delivered to the Representative a certificate, dated the day of the Time of Purchase, of an executive officer of the Company to the effect that, to the best of his knowledge, information and belief, there has been no such change. (g) That the Company shall have performed such of its obligations under this Agreement as are to be performed at or before the Time of Purchase by the terms hereof. 4. Certain Covenants of the Company: In further consideration of the agreements of the Underwriters herein contained, the Company covenants as follows: (a) As soon as the Company is advised thereof, to advise the Representative and confirm the advice in writing of any request made by the Commission for amendments to the Registration Statement, Preliminary Prospectus or Prospectus or for additional information with respect thereto or of the entry of a stop order suspending the effectiveness of the Registration Statement or of the initiation or threat of any proceedings for that purpose and, if such a stop order should be entered by the Commission, to make every reason- able effort to obtain the prompt lifting or removal thereof. (b) To deliver to the Underwriters, without charge, as soon as practicable (and in any event within 24 hours after the date hereof), and from time to time thereafter during such period of time (not exceeding nine months) after the date hereof as they are required by law to deliver a prospectus, as many copies of the Prospectus (as supplemented or amended if the Company shall have made any supplements or amendments thereto) as the Representative may reasonably request; and in case any Underwriter is required to deliver a prospectus after the expiration of nine months after the date hereof, to furnish to any Underwriter, upon request, at the expense of such Underwriter, a reasonable quantity of a supplemental prospectus or of supplements to the Prospectus complying with Section 10(a)(3) of the Act. (c) To furnish to the Representative a copy, certified by the Secretary or an Assistant Secretary of the Company, of the Registration Statement as initially filed with the Commission and of all amendments thereto (exclusive of exhibits), and, upon request, to furnish to the Representative sufficient plain copies thereof (exclusive of exhibits) for distribution of one to each of the other Underwriters. (d) For such period of time (not exceeding nine months) after the date hereof as they are required by law to deliver a prospectus, if any event shall have occurred as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein true or, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading in any material respect, forthwith to prepare and furnish, at its own expense, to the Underwriters and to dealers (whose names and addresses are fur- nished to the Company by the Representative) to whom shares of the Stock may have been sold by the Representative for the accounts of the Underwriters and, upon request, to any other dealers making such request, copies of such amendments to the Prospectus or supplements to the Prospectus. (e) As soon as practicable, the Company will make generally available to its security holders and to the Underwriters an earning statement of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act. (f) To use its best efforts to qualify the Stock for offer and sale under the securities or "blue sky" laws of such jurisdictions as the Representative may designate within six months after the date hereof and itself to pay, or to reimburse the Underwriters and their counsel for, reasonable filing fees and expenses in connection therewith in an amount not exceeding $5,000 in the aggregate (including filing fees and expenses paid and incurred prior to the effective date hereof), provided, however, that the Company shall not be required to qualify as a foreign corporation or to file a consent to service of process or to file annual reports or to comply with any other requirements deemed by the Company to be unduly burdensome. (g) To pay all expenses, fees and taxes (other than transfer taxes on sales by the respective Underwriters) in connection with the issuance and delivery of the Stock, except that the Company shall be required to pay the fees and disbursements (other than disbursements referred to in paragraph (f) of this Section 4) of Winthrop, Stimson, Putnam & Roberts, counsel to the Underwriters, only in the events provided in paragraph (h) of this Section 4, the Underwriters hereby agreeing to pay such fees and disbursements in any other event. (h) If the Underwriters shall not take up and pay for the Stock due to the failure of the Company to comply with any of the conditions specified in Section 3 hereof, or, if this Agreement shall be terminated in accordance with the provisions of Section 7 or 8 hereof, to pay the fees and disbursements of Winthrop, Stimson, Putnam & Roberts, counsel to the Underwriters, and, if the Underwriters shall not take up and pay for the Stock due to the failure of the Company to comply with any of the conditions specified in Section 3 hereof, to reimburse the Underwriters for their reasonable out-of-pocket expenses, in an aggregate amount not exceeding a total of $10,000, incurred in connection with the financing contemplated by this Agreement. 5. Warranties of and Indemnity by the Company: (a) The Company warrants and represents to each of the Underwriters that (i) the Registration Statement on the Effective Date did, and the Prospectus when first filed in accordance with Rule 424(b) and at the Time of Purchase will, comply, or be deemed to comply, in all material respects with the applicable provisions of the Act and the published rules and regulations of the Commission, (ii) the Registration Statement on the Effective Date did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (other than material omitted in reliance upon Rule 430A), and (iii) the Prospectus when first filed in accordance with Rule 424(b) and at the Time of Purchase will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the Company makes no warranty or representation to any Underwriter with respect to any statements or omissions made therein in reliance upon and in conformity with information furnished in writing to the Company by the Representative on behalf of any Underwriter expressly for use therein. (b) The Company agrees, to the extent permitted by law, to indemnify and hold harmless each of the Underwriters and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Act, against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act or otherwise, and to reimburse the Underwriters and such controlling person or persons, if any, for any legal or other expenses incurred by them in connection with defending any action, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any alleged untrue statement of a material fact contained in the Registration Statement, in the Preliminary Prospectus or in the Prospectus, or if the Company shall furnish or cause to be furnished to the Underwriters any amendments or any supplements to the Prospectus, in the Prospectus as so amended or supplemented (provided that if such Prospectus or such Prospectus, as amended or supplemented, is used after the period of time referred to in Section 4(d) hereof, it shall contain such amendments or supplements as the Company deems necessary to comply with Section 10(a) of the Act), or arise out of or are based upon any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any such alleged untrue statement or omission which was made in the Registration Statement, in the Preliminary Prospectus, or in the Prospectus as so amended or supplemented, in reliance upon and in conformity with information furnished in writing to the Company by the Representative on behalf of any Underwriter expressly for use therein, and except that this indemnity shall not inure to the benefit of any Underwriter (or of any person controlling such Underwriter) on account of any losses, claims, damages, liabilities or actions arising from the sale of shares of the Stock to any person if a copy of the Prospectus or the Prospectus as the same may then be supplemented or amended (excluding, however, any document then incorporated or deemed incorporated therein by reference) was not sent or given by or on behalf of such Underwriter to such person with or prior to the written confirmation of the sale involved and the alleged omission or alleged untrue statement was corrected in the Prospectus or in the Prospectus as supplemented or amended at the time of such confirmation. Each Underwriter agrees within ten days after the receipt by it of notice of the commencement of any action in respect to which indemnity from the Company on account of its agreement contained in this Section 5(b) may be sought by it, or by any person controlling it, to notify the Company in writing of the commencement thereof, but the failure of such Underwriter so to notify the Company of any such action shall not release the Company from any liability which it may have to such Underwriter or to such controlling person otherwise than on account of the indemnity agreement contained in this Section 5(b). In case any such action shall be brought against any Underwriter or any such person controlling such Underwriter and such Underwriter shall notify the Company of the commencement thereof, as above provided, the Company shall be entitled to participate in (and, to the extent that it shall wish, including the selection of counsel, to direct) the defense thereof at its own expense. In case the Company elects to direct such defense and select such counsel (hereinafter, Company's counsel), any Underwriter or any controlling person shall have the right to employ its own counsel, but, in any such case, the fees and expenses of such counsel shall be at the expense of such Underwriter or controlling person unless (i) the Company has agreed in writing to pay such fees and expenses or (ii) the named parties to any such action (including any impleaded parties) include both any Underwriter or any controlling person and the Company, and any Underwriter or any controlling person shall have been advised by its counsel that a conflict of interest between the Company and any Underwriter or any controlling person may arise (and the Company's counsel shall have concurred with such advice) and for this reason it is not desirable for the Company's counsel to represent both the indemnifying party and the indemnified party (it being understood, however, that the Company shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for any Underwriter or any controlling person (plus any local counsel retained by any Underwriter or any controlling person in their reasonable judgment), which firm (or firms) shall be designated in writing by any Underwriter or any controlling person). The Company shall not be liable in the event of any settlement of any such action effected without its consent. The Company's indemnity agreement contained in Section 5(b) hereof, and its covenants, warranties and representations contained in this Agreement, shall remain in full force and effect regardless of any investigation made by or on behalf of any person, and shall survive the delivery of and payment for the Stock hereunder. 6. Warranties of and Indemnity by Underwriters: (a) Each Underwriter warrants and represents that the information furnished in writing to the Company through the Representative for use in the Registration Statement, in the Prospectus, in the Preliminary Prospectus, or in the Prospectus, as amended or supplemented, is correct as to such Underwriter. (b) Each Underwriter agrees, to the extent permitted by law, to indemnify, hold harmless and reimburse the Company, its directors and such of its officers as shall have signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the Act, to the same extent and upon the same terms as the indemnity agreement of the Company set forth in Section 5(b) hereof, but only with respect to alleged untrue statements or omissions made in the Registration Statement, in the Preliminary Prospectus, in the Prospectus, or in the Prospectus as so amended or supplemented, in reliance upon and in conformity with information furnished in writing to the Company by the Representative on behalf of such Underwriter expressly for use therein. The indemnity agreement on the part of each Underwriter contained in Section 6(b) hereof, and the warranties and representations of such Underwriter contained in this Agreement, shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or other person, and shall survive the delivery of and payment for the Stock hereunder. 7. Substitution of Underwriters: If any Underwriter under this Agreement shall fail or refuse (whether for some reason sufficient to justify its termination of its obligations to purchase or otherwise) to purchase the shares of the Stock which it had agreed to purchase, the Company shall immediately notify the Representative, and the Representative may, within 24 hours of receipt of such notice, procure some other responsible party or parties satisfactory to the Company to purchase or agree to purchase such shares of the Stock on the terms herein set forth; and, if the Representative shall fail to procure a satisfactory party or parties to purchase or agree to purchase such shares of the Stock on such terms within such period after the receipt of such notice, then the Company shall be entitled to an additional period of 24 hours within which to procure another party or parties to purchase or agree to purchase such shares of the Stock on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Time of Purchase for a period not to exceed five full business days from the date determined as provided in Section 2 hereof, in order that the necessary changes in the Registration Statement and Prospectus and any other documents and arrangements may be effected. If the Representative and the Company shall fail to procure a satisfactory party or parties, as above provided, to purchase or agree to purchase such shares of the Stock, then this Agreement shall terminate. In the event of any such termination, the Company shall not be under any liability to any Underwriter (except to the extent, if any, provided in Section 4(h) hereof), nor shall any Underwriter (other than an Underwriter who shall have failed or refused to purchase shares of the Stock without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriter. Nothing herein contained shall release any defaulting Underwriter from its liability to the Company or any non- defaulting Underwriter for damages occasioned by its default hereunder. 8. Termination of Agreement: This Agreement may be terminated at any time prior to the Time of Purchase by the Representative if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Representative's reasonable judgment, the Underwriters' ability to market the Stock shall have been materially adversely affected because: (i) trading in securities on the New York Stock Exchange shall have been generally suspended by the Commission or by the New York Stock Exchange, or (ii) (A) a war involving the United States of America shall have been declared, (B) any other national calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalated, or (iii) a general banking moratorium shall have been declared by Federal or New York State authorities, or (iv) there shall have been any decrease in the ratings of any of the Company's preferred stock by Moody's Investors Services, Inc. (Moody's) or Standard & Poor's Corporation (S&P) or either Moody's or S&P shall publicly announce that it has any of such preferred stock under consideration for possible downgrade. If the Representative elects to terminate this Agreement, as provided in this Section 8, the Representative will promptly notify the Company by telephone or by telex or facsimile transmission, confirmed in writing. If this Agreement shall not be carried out by any Underwriter for any reason permitted hereunder, or if the sale of the Stock to the Underwriters as herein contemplated shall not be carried out because the Company is not able to comply with the terms hereof, the Company shall not be under any obligation under this Agreement and shall not be liable to any Underwriter or to any member of any selling group for the loss of anticipated profits from the transactions contemplated by this Agreement (except that the Company shall remain liable to the extent provided in Section 4(h) hereof) and the Underwriters shall be under no liability to the Company nor be under any liability under this Agreement to one another. 9. Notices: All notices hereunder shall, unless otherwise expressly provided, be in writing and be delivered at or mailed to the following addresses or by telex or facsimile transmission confirmed in writing to the following addresses: if to the Underwriters, to Merrill Lynch, Pierce, Fenner & Smith, Incorporated, as Representative, c/o Syndicate Operations, World Financial Center-North Tower, New York, New York 10281-1305 (fax 212/449-2784), and, if to the Company, to Appalachian Power Company, c/o American Electric Power Service Corporation, 1 Riverside Plaza, Columbus, Ohio 43215, attention of G. P. Maloney, Vice President, (fax 614/223-1687). 10. Parties in Interest: The agreement herein set forth has been and is made solely for the benefit of the Underwriters, the Company (including the directors thereof and such of the officers thereof as shall have signed the Registration Statement), the controlling persons, if any, referred to in Sections 5 and 6 hereof, and their respective successors, assigns, executors and administrators, and, except as expressly otherwise provided in Section 7 hereof, no other person shall acquire or have any right under or by the virtue of this Agreement. 11. Definition of Certain Terms: If there be two or more persons, firms or corporations named in Exhibit 1 hereto, the term "Underwriters", as used herein, shall be deemed to mean the several persons, firms or corporations, so named (including the Representative herein mentioned, if so named) and any party or parties substituted pursuant to Section 7 hereof, and the term "Representative", as used herein, shall be deemed to mean the representative or representatives designated by, or in the manner authorized by, the Underwriters. All obligations of the Underwriters hereunder are several and not joint. If there shall be only one person, firm or corporation named in Exhibit 1 hereto, the term "Underwriters" and the term "Representative", as used herein, shall mean such person, firm or corporation. The term "successors" as used in this Agreement shall not include any purchaser, as such purchaser, of any of the shares of the Stock from any of the respective Underwriters. 12. Conditions of the Company's Obligations: The obligations of the Company hereunder are subject to the Underwriters' performance of their obligations hereunder, and the further condition that at the Time of Purchase the State Corporation Commission of Virginia and the Tennessee Public Service Commission shall have issued appropriate orders, and such orders shall remain in full force and effect, authorizing the transactions contemplated hereby. 13. Execution of Counterparts: This Agreement may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same document. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, on the date first above written. APPALACHIAN POWER COMPANY By_____________________________ G. P. Maloney Vice President MERRILL LYNCH, PIERCE, FENNER & SMITH, INCORPORATED, as Representative and on behalf of the Underwriters named in Exhibit 1 hereto By____________________________ apcocps.94\undrwrit.s-3 EXHIBIT 1 Number of Shares to be Name Purchased Merrill Lynch, Pierce, Fenner & Smith Incorporated Goldman, Sachs & Co. Total . . . . . . . . . . . . . 300,000 EX-4 3 APCO FORM S-3 EXHIBIT 4(B) Exhibit 4(b) 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 is to create a new Series of 600,000 shares of Cumulative Preferred Stock, without par value, consisting of shares of such Cumulative Preferred Stock with designation, description and terms as follows: (a) The distinctive serial designation of such series shall be "5.92% Cumulative Preferred Stock". (b) The annual dividend rate for such series shall be 5.92% per share per annum, which dividend shall be calculated, per share, at such percentage multiplied by $100, and the date from which dividends on all shares of said series issued prior to the record date for the dividend payable February 1, 1994, shall be cumulative, shall be the date of initial issuance of the shares of such series. (c) Such series shall not be subject to redemption prior to October 1, 2003; the regular redemption price for shares of such series shall be $100 per share on or after October 1, 2003, plus an amount equal to accrued and unpaid dividends to the date of redemption. (d) The preferential amounts to which the holders of shares of such series shall be entitled upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation shall be $100 per share, plus accrued and unpaid dividends. (e)(1) A sinking fund shall be established for the retirement of the shares of such series. So long as there shall remain outstanding any shares of such series, the Corporation shall, to the extent not prohibited by law, on November 1, 2003, and on each November 1 thereafter to and including November 1, 2007, redeem as and for a sinking fund requirement, a number of shares equal to 5% of the total number of shares initially classified as 5.92% Cumulative Preferred Stock in these Articles of Amendment at a sinking fund redemption price of $100 per share plus accrued unpaid dividends to the date of redemption. The remaining shares of such series outstanding on November 1, 2008 will be redeemed as a final sinking fund requirement, to the extent not prohibited by law, on such date at a sinking fund redemption price of $100 per share plus accrued and unpaid dividends to the date of redemption. The sinking fund requirement shall be cumulative so that if on any such November 1 the sinking fund requirement shall not have been met, then such sinking fund requirement, to the extent not met, shall become an additional sinking fund requirement for the next succeeding November 1 on which such redemption may be effected. (2) The Corporation shall be entitled, at its election, to credit against the sinking fund requirement due on November 1 of any year pursuant to subparagraph (e)(1) shares of such series theretofore purchased or otherwise acquired by the Corporation and not previously credited against any such sinking fund requirement. (f) The shares of such series shall not have any rights to convert the same into and/or purchase stock of any other series or class or any other securities, or any special rights other than those specified herein. 3. The amendment was adopted on September 21, 1993. 4. The amendment was duly adopted by the Board of Directors of the Corporation without shareholder action and shareholder action was not required. 5. The amendment, and the certificate issued by the Virginia State Corporation Commission related thereto, shall be effective on October 13, 1993. APPALACHIAN POWER COMPANY By_/s/ Jeffrey D. Cross__ (Jeffrey D. Cross) Assistant Secretary October 4, 1993 EX-4 4 APCO FORM S-3 EXHIBIT 4(C) Exhibit 4(c) 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 is to create a new Series of 500,000 shares of Cumulative Preferred Stock, without par value, consisting of shares of such Cumulative Preferred Stock with designation, description and terms as follows: (a) The distinctive serial designation of such series shall be "5.90% Cumulative Preferred Stock". (b) The annual dividend rate for such series shall be 5.90% per share per annum, which dividend shall be calculated, per share, at such percentage multiplied by $100, and the date from which dividends on all shares of said series issued prior to the record date for the dividend payable February 1, 1994, shall be cumulative, shall be the date of initial issuance of the shares of such series. (c) Such series shall not be subject to redemption prior to November 1, 2003; the regular redemption price for shares of such series shall be $100 per share on or after November 1, 2003, plus an amount equal to accrued and unpaid dividends to the date of redemption. (d) The preferential amounts to which the holders of shares of such series shall be entitled upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation shall be $100 per share, plus accrued and unpaid dividends. (e)(1) A sinking fund shall be established for the retirement of the shares of such series. So long as there shall remain outstanding any shares of such series, the Corporation shall, to the extent not prohibited by law, on November 1, 2003, and on each November 1 thereafter to and including November 1, 2007, redeem as and for a sinking fund requirement, a number of shares equal to 5% of the total number of shares initially classified as 5.90% Cumulative Preferred Stock in these Articles of Amendment at a sinking fund redemption price of $100 per share plus accrued unpaid dividends to the date of redemption. The remaining shares of such series outstanding on November 1, 2008 will be redeemed as a final sinking fund requirement, to the extent not prohibited by law, on such date at a sinking fund redemption price of $100 per share plus accrued and unpaid dividends to the date of redemption. The sinking fund requirement shall be cumulative so that if on any such November 1 the sinking fund requirement shall not have been met, then such sinking fund requirement, to the extent not met, shall become an additional sinking fund requirement for the next succeeding November 1 on which such redemption may be effected. (2) The Corporation shall be entitled, at its election, to credit against the sinking fund requirement due on November 1 of any year pursuant to subparagraph (e)(1) shares of such series theretofore purchased or otherwise acquired by the Corporation and not previously credited against any such sinking fund requirement. (f) The shares of such series shall not have any rights to convert the same into and/or purchase stock of any other series or class or any other securities, or any special rights other than those specified herein. 3. The amendment was adopted on October 21, 1993. 4. The amendment was duly adopted by the Board of Directors of the Corporation without shareholder action and shareholder action was not required. 5. The amendment, and the certificate issued by the Virginia State Corporation Commission related thereto, shall be effective on November 4, 1993. APPALACHIAN POWER COMPANY By_/s/ Jeffrey D. Cross__ (Jeffrey D. Cross) Assistant Secretary October 28, 1993 EX-4 5 APCO FORM S-3 EXHIBIT 4(D) Exhibit 4(d) 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 is to create a new Series of 300,000 shares of Cumulative Preferred Stock, without par value, consisting of shares of such Cumulative Preferred Stock with designation, description and terms as follows: (a) The distinctive serial designation of such series shall be _____% Cumulative Preferred Stock". (b) The annual dividend rate for such series shall be _____% per share per annum, which dividend shall be calculated, per share, at such percentage multiplied by $100, and the date from which dividends on all shares of said series issued prior to the record date for the dividend payable August 1, 1994, shall be cumulative, shall be the date of original issuance of the shares of such series. (c) Such series shall not be subject to redemption except as provided in subparagraph (e) below. (d) The preferential amounts to which the holders of shares of such series shall be entitled upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation shall be $100 per share, plus accrued and unpaid dividends. (e)(1) A sinking fund shall be established for the retirement of the shares of such series. So long as there shall remain outstanding any shares of such series, the Corporation shall, to the extent not prohibited by law, on August 1 of each year commencing with the year 2000, redeem as and for a sinking fund requirement, 60,000 shares of the _____% Cumulative Preferred Stock at a sinking fund redemption price of $100 per share plus accrued unpaid dividends to the date of redemption. The sinking fund requirement shall be cumulative so that if on any such August 1 the sinking fund requirement shall not have been met, then such sinking fund requirement, to the extent not met, shall become an additional sinking fund requirement for the next succeeding August 1 on which such redemption may be effected. (2) The Corporation shall have the non-cumulative option, on any sinking fund date as provided in subparagraph (e)(1), to redeem at the sinking fund redemption price of $100 per share plus accrued and unpaid dividends to the date of redemption up to an additional 60,000 shares of such series. No redemption made pursuant to this subparagraph (e)(2) shall be deemed to fulfill any sinking fund redemption established pursuant to subparagraph (e)(1). (3) The Corporation shall be entitled, at its election, to credit against the sinking fund requirement due on August 1 of any year pursuant to subparagraph (e)(1) shares of such series theretofore purchased or otherwise acquired by the Corporation (other than pursuant to the option provided by subparagraph (e)(2)) and not previously credited against any such sinking fund requirement. (f) The shares of such series shall not have any rights to convert the same into and/or purchase stock of any other series or class or any other securities, or have any special rights other than those specified herein. 3. The amendment was adopted on __________, 1994. 4. The amendment was duly adopted by the Board of Directors of the Corporation without shareholder action and shareholder action was not required. 5. The amendment, and the certificate issued by the Virginia State Corporation Commission related thereto, shall be effective on _______________, 1994. APPALACHIAN POWER COMPANY By_______________________ (Jeffrey D. Cross) Assistant Secretary _______________, 1994 EX-5 6 APCO FORM S-3 EXHIBIT 5 STB OPINION Exhibit 5 May 25, 1994 Appalachian Power Company 40 Franklin Road, S.W. Roanoke, Virginia 24011 Dear Sirs: With respect to the Registration Statement on Form S-3 (the "Registration Statement") of Appalachian Power Company (the "Company"), relating to the issuance and sale in one or more transactions from time to time of the Company's Cumulative Preferred Stock, without par value, with an aggregate involuntary liquidation amount of up to $30,000,000 (the "Preferred Stock"), we wish to advise you as follows: We are of the opinion that when the steps mentioned in the next paragraph have been taken, the Preferred Stock will be legally issued, fully paid and non-assessable. 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 transactions set forth in the Registra- tion Statement; (2) Appropriate action by and before the State Corporation Commission of Virginia (the "Virginia Commission") and the Tennessee Public Service Commission in respect of the proposed transactions set forth in the Registration Statement; (3) Compliance with the Securities Act of 1933, as amended; (4) Appropriate corporate approvals and execution and filing of Articles of Amendment setting forth the designation, description and terms of the Preferred Stock with the Virginia Commission and issuance by the Virginia Commission of its Certificate in regard thereto and the filing of copies thereof in other required offices of record; and (5) Issuance and sale of the Preferred Stock in accordance with the governmental and corporate authorizations aforesaid. Insofar as this opinion relates to matters governed by laws of the Commonwealth of Virginia or the States of West Virginia or Tennessee, 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 Preferred Stock. We consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name and the inclusion of the statements in regard to us set forth in the Registration Statement under the caption "Legal Opinions". Very truly yours, /s/ Simpson Thacher & Bartlett SIMPSON THACHER & BARTLETT EX-12 7 APCO FORM S-3 EXHIBIT 12 RATIO OF EARNINGS EXHIBIT 12 APPALACHIAN POWER COMPANY Computation of Consolidated Ratio of Earnings to Fixed Charges and Preferred Stock Dividend Requirements Combined (in thousands except ratio data)
Twelve Months Ended Year Ended December 31, March 31, 1989 1990 1991 1992 1993 1994 Fixed Charges: Interest on First Mortgage Bonds. . . . . . . . . . . . $ 69,236 $ 66,403 $ 72,800 $ 84,177 $ 80,472 $ 79,892 Interest on Other Long-term Debt. . . . . . . . . . . . 19,520 19,637 18,282 17,986 16,846 16,715 Interest on Short-term Debt . . . . . . . . . . . . . . 802 1,633 3,089 1,792 1,615 1,281 Miscellaneous Interest Charges. . . . . . . . . . . . . 1,843 1,999 3,011 2,617 2,954 3,583 Estimated Interest Element in Lease Rentals . . . . . . 4,600 5,300 5,700 6,700 7,900 7,900 Total Fixed Charges. . . . . . . . . . . . . . . . 96,001 94,972 102,882 113,272 109,787 109,371 Preferred Stock Dividend Requirements (a) . . . . . . . . 21,748 20,271 18,677 22,531 24,284 23,462 Total Fixed Charges and Preferred Stock Dividend Requirements Combined . . . . . . $117,749 $115,243 $121,559 $135,803 $134,071 $132,833 Earnings: Net Income. . . . . . . . . . . . . . . . . . . . . . . $156,347 $107,988 $140,419 $131,419 $125,132 $116,110 Plus Federal Income Taxes . . . . . . . . . . . . . . . 66,841 41,194 47,227 46,017 51,681 48,069 Plus State Income Taxes . . . . . . . . . . . . . . . . 10,833 5,878 3,650 2,649 8,887 9,195 Plus Fixed Charges (as above) . . . . . . . . . . . . . 96,001 94,972 102,882 113,272 109,787 109,371 Total Earnings . . . . . . . . . . . . . . . . . . $330,022 $250,032 $294,178 $293,357 $295,487 $282,745 Ratio of Earnings to Fixed Charges and Preferred Stock Dividend Requirements . . . . . . . . . . . . . 2.80 2.16 2.42 2.16 2.20 2.12 (a) Represents preferred stock dividend requirements less the effect of preferred stock dividend deduction for federal income tax purposes ($556,000 in each period 1989 through 1992 and $540,000 for the 1993 and 1994 periods) multiplied by the ratio of earnings before income taxes to net income with the preferred stock dividend deduction added to the result of the calculation.
EX-23 8 APCO FORM S-3 EXHIBIT 23(A) D&T CONSENT 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 22, 1994, appearing in and incorporated by reference in the Annual Report on Form 10-K of Appalachian Power Company for the year ended December 31, 1993 and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement. DELOITTE & TOUCHE Columbus, Ohio May 25, 1994 EX-24 9 APCO FORM S-3 EXHIBIT 24 POWER OF ATTORNEY Exhibit 24 APPALACHIAN POWER COMPANY I, Jeffrey D. Cross, 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 March 31, 1994, 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 25th day of May, 1994. _/s/ Jeffrey D. Cross____ Assistant Secretary APPALACHIAN POWER COMPANY March 31, 1994 The Chairman outlined a proposed financing program involving the issuance and sale, either at competitive bidding or through a negotiated public offering with one or more agents or underwriters, of its Cumulative Preferred Stock, without par value, with an aggregate involuntary liquidation price of up to $30,000,000, in one or more new series, with an involuntary liquidation price of $25 or $100 per share. The Chairman then stated that, if the officers of the Company deemed it necessary or desirable, a cumulative sinking fund would 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 stated that it was proposed that the proceeds to be received in connection with the proposed sale of Cumulative Preferred Stock would be used to refund directly or indirectly cumulative preferred stock 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 then stated that, in connection with the proposed financing program, it had been necessary to file applications with the Virginia State Corporation Commission and the Tennessee Public Service Commission. The Chairman further stated that it had been necessary to file with the Securities and Exchange Commission an Application or Declaration on Form U-1, pursuant to the applicable provisions of the Public Utility Holding Company Act of 1935. The Chairman also stated 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 in connection with 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 applications with the Virginia State Corporation Commission and the Tennessee Public Service Commission and an Application or Declaration on Form U-1 with the Securities and Exchange Commission, pursuant to the applicable provisions of the Public Utility Holding Company Act of 1935 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 the proper officers of this Company be, and they hereby are, authorized and directed to take any and all further action in connection there- with, 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 further 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 $30,000,000, 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 March 31, 1994, 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 $30,000,000, 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 March 31, 1994, 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 thereupon stated to 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 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 Messrs. Winthrop, Stimson, Putnam & Roberts 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 Cumulative Preferred Stock of this Company proposed to be issued and sold in connection with the proposed financing program of this Company. 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 Cumulative Preferred Stock, without par value, with an aggregate involuntary liquidation price of up to $30,000,000, in one or more new series, with an involuntary liquidation price of $25 or $100 per share, 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 31st day of March, 1994. /s/ E. Linn Draper, Jr._____ /s/ Wm. J. Lhota____________ E. Linn Draper, Jr. L.S. Wm. J. Lhota L.S. /s/ P. J. DeMaria___________ /s/ G. P. Maloney___________ P. J. DeMaria L.S. G. P. Maloney L.S. /s/ A. Joseph Dowd__________ /s/ J. J. Markowsky_________ A. Joseph Dowd L.S. J. J. Markowsky L.S. /s/ L. M. Feck______________ /s/ J. H. Vipperman_________ L. M. Feck L.S. J. H. Vipperman L.S. -----END PRIVACY-ENHANCED MESSAGE-----