-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H+h+HtBSdC26qKnAqiIatxOp3Vz+APL+Hahz1q2Ilers28bwrdzTWgcNGabBpS7U bl23QDaiE733AlkKJqGR1Q== 0000006879-96-000024.txt : 19961211 0000006879-96-000024.hdr.sgml : 19961211 ACCESSION NUMBER: 0000006879-96-000024 CONFORMED SUBMISSION TYPE: U-1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961210 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: 070-08591 FILM NUMBER: 96678076 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 File No. 70-8591 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 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 COLUMBUS SOUTHERN POWER COMPANY 215 North Front Street, Columbus, Ohio 43215 INDIANA MICHIGAN POWER COMPANY One Summit Square, Fort Wayne, Indiana 46801 KENTUCKY POWER COMPANY 1701 Central Avenue, Ashland, Kentucky 41101 KINGSPORT POWER COMPANY 422 Broad Street, Kingsport, Tennessee 37660 OHIO POWER COMPANY 339 Cleveland Avenue, S.W., Canton, Ohio 44702 WHEELING POWER COMPANY 51 - 16th Street, Wheeling, West Virginia 26003 * * * 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. Di Lorenzo, Jr., Associate General Counsel AMERICAN ELECTRIC POWER SERVICE CORPORATION 1 Riverside Plaza, Columbus,Ohio 43215 (Name and addresses of agents for service) Appalachian Power Company, Columbus Southern Power Company, Power Company, Kentucky Power Company, Kingsport Power Company, Indiana Michigan Power Company, Ohio Power Company and Wheeling Power Company hereby amend their Application or Declaration on Form U-1 in File No. 70-8591 as follows: 1. By amending and restating the seventh and tenth paragraphs of ITEM 1. DESCRIPTION OF PROPOSED TRANSACTIONS: "Each Company also proposes to engage in meter reading, billing, and collecting services ('Meter Reading Services') for water, gas and other utilities ('Other Utilities'). The Companies anticipate that many opportunities to provide such Meter Reading Services to Other Utilities may arise in or near the service territories of the Companies. In no event will such Meter Reading Services be provided to Other Utilities where more than 49% of the customers of such Other Utilities are not also electric customers of one or more of the Companies, except that such limitation may be exceeded with respect to one or more Other Utilities provided that (i) the aggregate number of customers of each such Other Utility whose meters are read, bills are processed and collected who are not also electric customers of one or more of the Companies does not exceed the aggregate number of electric customers of the Companies (currently approximately 2.9 million), and (ii) any such customers that are not also electric customers of one or more of the Companies are located within the service territory of one or more of the Companies (for example, as the customer of a municipal electric utility the service territory of which is contained within a Company's service territory) or within the service territory of a contiguous Other Utility." 2. By adding the following paragraphs at the end of ITEM 1: "The Companies request the Commission to reserve jurisdiction over the acquisition of securities described in this Application pending completion of the record. Compliance with Rule 54: Rule 54 provides that in determining whether to approve certain transactions other than those involving exempt wholesale generators ('EWG') or foreign utility companies ('FUCO'), as defined in the 1935 Act, the Commission will not consider the effect of the capitalization or earnings of any subsidiary which is an EWG or FUCO if Rule 53(a), (b) and (c) are satisfied. The requirements of Rule 53(a), (b) and (c) are satisfied. Rule 53(a)(1). As of September 30, 1996, American Electric Power Company, Inc. ('American'), parent of the Companies, had no investments in EWGs or FUCOs. This investment represents less than 1% of $1,473,434,000, the average of the consolidated retained earnings of American reported on Form 10-K or Form 10-Q, as applicable, for the four consecutive quarters ended September 30, 1996. Rule 53(a)(2). American will maintain books and records and make available the books and records required by Rule 53(a)(2). Rule 53(a)(3). No more than 2% of the employees of the operating company subsidiaries of American will, at any one time, directly or indirectly, render services to an EWG or FUCO. Rule 53(a)(4). American has submitted and will submit a copy of Item 9 and Exhibits G and H of American's Form U5S to each of the public service commissions having jurisdiction over the retail rates of American's operating company subsidiaries. Rule 53(b). (i) Neither American nor any subsidiary of American is the subject of any pending bankruptcy or similar proceeding; (ii) American's average consolidated retained earnings for the four most recent quarterly periods ($1,472,434,000) represented an increase of approximately $117,179,000 (or 8.6%) in the average consolidated retained earnings from the previous four quarterly periods ($1,356,255,000); and (iii) for the year ended December 31, 1995, there were no losses attributable to American's investments in any EWG or FUCO. Rule 53(c). Rule 53(c) is inapplicable because the requirements of Rule 53(a) and (b) have been satisfied." 3. Exhibit F, Opinion of Counsel, is filed herewith. SIGNATURE Pursuant to the requirements of the Public Utility holding Company Act of 1935, the undersigned companies have duly caused this statement to be signed on their behalf by the undersigned thereunto duly authorized. APPALACHIAN POWER COMPANY COLUMBUS SOUTHERN POWER COMPANY KENTUCKY POWER COMPANY KINGSPORT POWER COMPANY INDIANA MICHIGAN POWER COMPANY OHIO POWER COMPANY WHEELING POWER COMPANY By /s/ A. A. Pena Treasurer Dated: December 4, 1996 kamp\70-8591.#2 Exhibit F 614/223-1648 Securities and Exchange Commission Office of Public Utility Regulation 450 Fifth Street, N.W. Washington, D.C. 20549 December 3, 1996 Re: File No. 70-8591 Gentlemen: In connection with the Application or Declaration on Form U-1 in the captioned File which relates to providing meter reading, billing and collecting services to gas, water and other utilities, I have examined, among other things, the Application or Declaration and amendments thereto filed with your Commission under the Public Utility Holding Company Act of 1935. In my opinion, if the said Application or Declaration is permitted to become effective and if the proposed transactions are consummated in accordance with the said Application or Declaration: (a) all state laws applicable to the proposed transactions will have been complied with; and (b) the consummation of the proposed transactions will not violate the legal rights of the holders of any securities issued by the Companies or any associate company thereof. I consent to the use of this opinion as a part of the above- mentioned Application or Declaration filed with this Commission. Very truly yours, /s/ Thomas G. Berkemeyer Thomas G. Berkemeyer Counsel for the Companies TGB/mms -----END PRIVACY-ENHANCED MESSAGE-----