UNITED STATES OF AMERICA
before the
SECURITIES AND EXCHANGE COMMISSION
_______________________________________________
In the Matter of :
:
SOUTHWESTERN ELECTRIC POWER COMPANY :
1 Riverside Plaza : CERTIFICATE OF
Columbus, OH 43215 : NOTIFICATION
:
File No. 70-10088 :
:
(Public Utility Holding Company Act of 1935) :
_______________________________________________
Southwestern Electric Power Company ("the Company"), a public utility
subsidiary of American Electric Power Company, Inc., a registered holding
company under the Public Utility Holding Company Act of 1935, as amended,
hereby certifies in connection with the Application-Declaration on Form U-1
in the above-entitled matter, that certain of the transactions specified in
said Application-Declaration, as amended, have been carried out in accordance
with the terms and conditions of, and for the purposes represented by, said
Application-Declaration, as amended, and the Orders of the Securities and
Exchange Commission with respect thereto, dated December 18, 2002 (HCAR No.
35-27623), as follows:
1. On April 11, 2003, the Company issued and sold to a group of
underwriters led by Banc of America Securities LLC and J. P. Morgan
Securities Inc. (collectively, the "Underwriters") $100,000,000 aggregate
principal amount of its Senior Notes, Series C, due 2015 (the "Notes"). The
Notes bear interest at a rate of 5.375% per annum and mature by their terms
on April 15, 2015. The Notes were sold by the Company to the Underwriters at
an initial offering price of 99.228% of the principal amount. The Company
paid $675,000 to the Underwriters as compensation. The Notes were issued by
the Company pursuant to an Indenture of Trust dated February 25, 2000 between
the Company and The Bank of New York, as Trustee, as supplemented by various
supplemental indentures of trust, including a Third Supplemental Indenture of
Trust dated as April 11, 2003.
2. The transaction described above was not subject to the jurisdiction
of any state commission.
A past-tense opinion of counsel relating to these transactions is filed
herewith as Exhibit F-1.
The transactions described herein were consummated within the period
designated in said Application-Declaration.
SOUTHWESTERN ELECTRIC POWER COMPANY
By: /s/ Thomas G. Berkemeyer
Assistant Secretary
Dated: April 16, 2003
Exhibit F-1
Securities and Exchange Commission
Office of Public Utility Regulation
450 Fifth Street, N.W.
Washington, D.C. 20549
April 16, 2003
Re: Southwestern Electric Power Company
File No. 70-10088
Gentlemen:
In connection with the transactions proposed and described in the Application
or Declaration on Form U-1 filed with this Commission in the captioned
proceeding, to which this opinion is an exhibit, I have examined, among other
things, the Application or Declaration on Form U-1, as amended.
Based upon such investigation as I have deemed necessary, it is my opinion
that:
(a) all state laws applicable to the proposed transactions have been
complied with;
(b) the notes issued by the Company are valid and binding obligations
of the Company in accordance with their terms; subject, however, to
the qualification that the enforceability thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or other laws
affecting the enforcement of creditors' rights in general and by
general principles of equity; and
(c) the consummation of the proposed transactions have not violated the
legal rights of the holders of any securities issued by the Company
or any associate company thereof.
I hereby consent to the filing of this opinion as an exhibit to the
above-mentioned Application or Declaration.
Very truly yours,
/s/ Kevin R. Fease
Kevin R. Fease
Counsel for the Company