-----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, lnUE35qHfjC2GTVRUVB8UO0DMI0jMUk/zCdWxs4HnV1Em5qH8usucU/4ibnJR8XE yD85SOpu2HyTV3jXMnXjmg== 0000006879-95-000016.txt : 19950619 0000006879-95-000016.hdr.sgml : 19950619 ACCESSION NUMBER: 0000006879-95-000016 CONFORMED SUBMISSION TYPE: U-1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950616 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: APPALACHIAN POWER CO CENTRAL INDEX KEY: 0000006879 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 540124790 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U-1/A SEC ACT: 1935 Act SEC FILE NUMBER: 070-08615 FILM NUMBER: 95547455 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 U-1/A 1 APCO & SACCO RE WHITES CREEK LTD LIAB CO File No. 70-8615 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________ Amendment No. 1 to FORM U-1 __________________________________ APPLICATION OR DECLARATION under the PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 * * * APPALACHIAN POWER COMPANY 40 Franklin Road, Roanoke, Virginia 24022 SOUTHERN APPALACHIAN COAL COMPANY 40 Franklin Road, Roanoke, Virginia 24022 (Name of companies filing this statement and addresses of principal executive offices) * * * AMERICAN ELECTRIC POWER COMPANY, INC. 1 Riverside Plaza, Columbus, Ohio 43215 (Name of top registered holding company parent of each applicant or declarant) * * * G. P. Maloney, Executive Vice President AMERICAN ELECTRIC POWER SERVICE CORPORATION 1 Riverside Plaza, Columbus, Ohio 43215 John F. DiLorenzo, Jr., Associate General Counsel AMERICAN ELECTRIC POWER SERVICE CORPORATION 1 Riverside Plaza, Columbus, Ohio 43215 (Names and addresses of agents for service) Appalachian Power Company ("APCo") and Southern Appalachian Coal Company ("SACCo") hereby amend their Application/Declaration on Form U-1 in File No. 70-8615 by supplying the following exhibits to Item 6. Exhibits and Financial Statements: Exhibit B-1 Second Addendum to Agreement of Purchase and Sale Exhibit B-2 Third Addendum to Agreement of Purchase and Sale Exhibit F Opinion of Counsel SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned companies have duly caused this Amendment No. 1 to Form U-1 to be signed on their behalf by the undersigned thereunto duly authorized. APPALACHIAN POWER COMPANY SOUTHERN APPALACHIAN POWER COMPANY By:_____/s/ G. P. Maloney_______ G. P. Maloney, Vice President Date: June 15, 1995 [95FN0050.APC] /PAGE Exhibit B-1 Appalachian Power Company P. O. Box 700 Lancaster, OH 43130-0700 (614) 687-1440 Mr. Carl Frischkorn Whites Creek Limited Liability Company 1000 River East Drive Belle, West Virginia 25015 Re: Second Addendum to Agreement of Purchase and Sale June 2, 1995 Dear Carl: As was agreed by telephone conference of May 30, 1995, Southern Appalachian Coal Company and Appalachian Power Company consent to the following second addendum to the Agreement of Purchase and Sale dated as of March 22, 1995, among Southern Appalachian Coal Company and Appalachian Power Company (collectively "Sellers"), and Whites Creek Limited Liability Company ("Buyer"), as amended by the First Addendum to Agreement of Purchase and Sale of March 22, 1995 (hereinafter referred to as "the Agreement of Purchase and Sale"). All capitalized terms shall have the meanings ascribed to them in the Agreement of Purchase and Sale. Article V of the Agreement of Purchase and Sale shall be deemed to be amended to provide that the date on or before which Buyer must give notice to Sellers of (i) any substantial and material deficiencies in the state of title to any of the Fee Interests, or (ii) any Environmental Condition referenced in Article V D, shall be June 12, 1995, and the date on or before which Sellers must respond to Buyer's notice shall be June 19, 1995. In all other particulars, the Agreement of Purchase and Sale shall remain unchanged. /PAGE Mr. Carl Frischkorn Whites Creek Limited Liability Company Page 2 June 2, 1995 If the above terms properly reflect the agreed-upon amendment, please sign below and return a signed original to the undersigned. Very truly yours, APPALACHIAN POWER COMPANY SOUTHERN APPALACHIAN COAL COMPANY By: /s/ P. J. DeMaria By: /s/ P. J. DeMaria P. J. DeMaria P. J. DeMaria Vice President Vice President AGREED AND APPROVED: WHITES CREEK LIMITED LIABILITY COMPANY By: /s/ Carl Frischkorn Carl Frischkorn Partner /PAGE Exhibit B-2 Appalachian Power Company P. O. Box 700 Lancaster, OH 43130-0700 (614) 687-1440 Mr. Joseph W. Valis President Whites Creek Limited Liability Company 1000 River East Drive Belle, West Virginia 25015 Re: Third Addendum to Agreement of Purchase and Sale June 12, 1995 Dear Mr. Valis: As we have agreed, Southern Appalachian Coal Company and Appalachian Power Company consent to the following Third Addendum to the Agreement of Purchase and Sale dated as of March 22, 1995, among Southern Appalachian Coal Company, Appalachian Power Company and Whites Creek Limited Liability Company (hereinafter referred to as "the Agreement of Purchase and Sale") as amended by the First Addendum to Agreement of Purchase and Sale of March 22, 1995 and the Second Addendum to Agreement of Purchase and Sale of June 2, 1995 (all capitalized terms not otherwise defined herein shall have the meanings as ascribed to them in the Agreement of Purchase and Sale). Third Addendum 1. Cash payment election. In accordance with the provisions of the First Addendum to Agreement of Purchase and Sale, Buyer has elected to pay the Purchase Price of $6,050,000 entirely in cash at Closing, and Sellers agree to such election and hereby waive the requirement of formal notice on or before June 1, 1995 as set forth in Paragraph 1 of the aforesaid First Addendum to Agreement of Purchase and Sale. 2. Assignment to Affiliate. Prior to Closing, Buyer will assign to Battle Ridge Companies, Inc. (an affiliate of Buyer) all of Buyer's rights and obligations under the Agreement of Purchase and Sale except Buyer's rights and obligations respecting the Permits. /PAGE Mr. Joseph W. Valis President Whites Creek Limited Liability Company Page 2 June 12, 1995 3. Affiliate Guaranty. At Closing, Battle Ridge Companies, Inc. will execute an unconditional guaranty in substantially the form of Exhibit M to the Agreement of Purchase and Sale, guaranteeing all of the obligations of Whites Creek under the Agreement of Purchase and Sale with respect to the Permits. At Closing, Buyer will not be obligated to deliver the Guaranty Agreement executed by August Enterprises, Inc. If the above terms correctly set forth our agreement, please sign below and return a signed original to the undersigned. You agree that this Third Addendum may be executed in counterparts. APPALACHIAN POWER COMPANY SOUTHERN APPALACHIAN COAL COMPANY By: /s/ P. J. DeMaria By: /s/ P. J. DeMaria P. J. DeMaria P. J. DeMaria Vice President Vice President AGREED AND APPROVED: WHITES CREEK LIMITED LIABILITY COMPANY By: /s/ Joseph W. Valis Joseph W. Valis President /PAGE Exhibit F American Electric Power Service Corporation 1 Riverside Plaza Columbus, OH 43215-2373 (614) 223-1000 (614) 223-1687 (Telecopier) Writer's Direct Dial No. (614) 223-1649 June 13, 1995 VIA EXPRESS MAIL Securities and Exchange Commission Office of Public Utility Regulation 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Appalachian Power Company Southern Appalachian Coal Company File No. 70-8615 Gentlemen: In connection with the transaction proposed and described in the Application or Declaration on Form U-1 filed with the Securities and Exchange Commission by Appalachian Power Company and its above- named subsidiary, to which this opinion is an exhibit, I have examined, among other things, the Application or Declaration on Form U-1 and the documents referred to in it, the resolutions adopted by the Boards of Directors of the Applicants or Declarants authorizing the transactions described in said Application or Declaration, and the Application to the State Corporation Commission of Virginia ("VSCC") and Petition to the Public Service Commission of West Virginia ("WVPSC"). In my opinion, if the Application or Declaration is granted and permitted to become effective; if all of the actions proposed to be taken by the Boards of Directors of the Applicants or Declarants are taken; if Orders are received from the VSCC and the WVPSC; and if all of the proposed transactions are consummated in accordance with the aforesaid Application or Declaration: (a) all state laws applicable to the proposed transactions will have been complied with; /PAGE June 13, 1995 Securities and Exchange Commission Page 2 (b) the Applicants or Declarants may lawfully sell such facilities as have been described in the Application or Declaration to the proposed purchaser and, in connection therewith, acquire the promissory note of the purchaser and agree to indemnify and hold harmless the purchaser with respect to certain contingent liabilities; and (c) the consummation of the proposed transactions will not violate the legal rights of the holders of any securities issued by the Applicants or Declarants, or any associate company. I consent to the use of this opinion as part of the above-mentioned Application or Declaration. Very truly yours, Ann B. Graf Counsel for Appalachian Power Company and Southern Appalachian Coal Company ABG:scc [95FN0053.APC] -----END PRIVACY-ENHANCED MESSAGE-----