File No. 70-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM U-1
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APPLICATION OR DECLARATION
Under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
***
AMERICAN ELECTRIC POWER COMPANY, INC.
AEP GENERATING COMPANY
AEP TEXAS CENTRAL COMPANY (formerly CENTRAL POWER AND LIGHT COMPANY)
AEP TEXAS NORTH COMPANY (formerly WEST TEXAS UTILITIES COMPANY)
AEP UTILITIES, INC. (formerly CENTRAL AND SOUTH WEST CORPORATION)
AMERICAN ELECTRIC POWER SERVICE CORPORATION
APPALACHIAN POWER COMPANY
COLUMBUS SOUTHERN POWER COMPANY
INDIANA MICHIGAN POWER COMPANY
KENTUCKY POWER COMPANY
KINGSPORT POWER COMPANY
OHIO POWER COMPANY
PUBLIC SERVICE COMPANY OF OKLAHOMA
SOUTHWESTERN ELECTRIC POWER COMPANY
WHEELING POWER COMPANY
CEDAR COAL CO.
CENTRAL APPALACHIAN COAL CO.
CENTRAL COAL CO.
COLOMET, INC.
SIMCO, INC.
SOUTHERN APPALACHIAN COAL CO.
BLACKHAWK COAL CO.
CONESVILLE COAL PREPARATION COMPANY
FRANKLIN REAL ESTATE COMPANY
INDIANA FRANKLIN REALTY COMPANY and
additional subsidiaries identified on Signature Page.
1 Riverside Plaza, Columbus, Ohio 43215
(Name of company or companies filing this state-
ment and address 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)
***
Wendy G. Hargus, Assistant Treasurer
AMERICAN ELECTRIC POWER SERVICE CORPORATION
1 Riverside Plaza, Columbus, Ohio 43215
Jeffrey D. Cross, General Counsel
AMERICAN ELECTRIC POWER SERVICE CORPORATION
1 Riverside Plaza, Columbus, Ohio 43215
(Names and addresses of agents for service)
American Electric Power Company, Inc., a New York corporation ("AEP") and
AEP Utilities, Inc. (formerly Central and South West Corporation), a Delaware
corporation ("AEP Utilities"), both registered holding companies under the
Public Utility Holding Company Act of 1935, as amended (the "Act") and the
direct and indirect subsidiaries of AEP ("Subsidiaries"), including the
following public utility subsidiaries: AEP Generating Company ("Generating"),
AEP Texas Central Company, formerly Central Power and Light Company ("TCC"), AEP
Texas North Company, formerly West Texas Utilities Company ("TNC"), Appalachian
Power Company ("Appalachian"), Columbus Southern Power Company ("Columbus"),
Indiana Michigan Power Company ("Indiana"), Kentucky Power Company ("Kentucky"),
Kingsport Power Company ("Kingsport"), Ohio Power Company ("Ohio"), Public
Service Company of Oklahoma ("PSO"), Southwestern Electric Power Company
("SWEPCO"), and Wheeling Power Company ("Wheeling") (collectively, "the Public
Utility Subsidiaries") and the following nonutility subsidiaries which are
currently participants in the AEP Utility Money Pool and are applicants in this
proceeding: American Electric Power Service Corporation, Cedar Coal Co., Central
Appalachian Coal Co., Central Coal Co., Colomet, Inc., Simco, Inc., Southern
Appalachian Coal Co., Blackhawk Coal Co., Conesville Coal Preparation Company,
all coal mining companies and Franklin Real Estate Company, and Indiana Franklin
Realty Company, both real estate companies, are applicants in this filing
("Utility Money Pool Participants").
The following entities are not applicants in this filing but they are
participants in the Nonutility Money Pool ("Nonutility Money Pool
Participants"):
Entity Description
AEP Coal, Inc. Coal Mining Operations in Midwest
AEP Pro Serv, Inc. Professional Services for industrial and energy customers
AEP Retail Energy, LLC, now AEP Texas Gas and electric retail marketing
Commercial & Industrial Retail Limited
AEP T&D Services, LLC Professional Services for transmission and distribution
Industry and Energy Associates LLC Professional Services for industrial and energy customers
AEP C&I Company, LLC Gas and electric commercial and industrial retail marketing
AEP Gas Power System GP, LLC Gas and electric commercial and industrial retail marketing
AEP Gas Power GP, LLC Gas and electric commercial and industrial retail marketing
AEP Texas Commercial & Industrial
Retail GP, LLC Gas and electric commercial and industrial retail marketing
AEP Communications, Inc. Telecom and fiber optics company
AEP Communications, LLC Telecom and fiber optics company
C3 Networks GP, LLC Telecom and fiber optics company
C3 Networks Limited Partnership Telecom and fiber optics company
C3 Networks & Communications LP Telecom and fiber optics company
AEP Fiber Venture, LLC Telecom and fiber optics company
C3 Communications, Inc. Telecom and fiber optics company
AEP Energy Services, Inc. Energy trading operations
AEP EmTech, LLC Owns and manages intellectual property
AEP Investments, Inc. Owns and manages intellectual property
Ventures Lease Co., LLC 100% owned by AEP Resources
AEP Resources, Inc. Service company
AEP Delaware Investment Company II 1% owner of AEP holdings
AEP Delaware Investment Company III Holding company
AEP MEMCO LLC Barge operations
AEP Elmwood LLC Barge maintenance
United Sciences Testing, Inc. Emissions testing systems
AEP Energy Services Gas Holding Company Gas marketing
Mid-Texas Pipeline Company Gas marketing
Jefferson Island Storage & Hub L.L.C. Gas marketing
AEP Acquisition, L.L.C. Gas marketing
AEP Energy Services Investments, Inc. Gas marketing
LIG, Inc. Gas marketing
LIG Pipeline Company Gas marketing
Tuscaloosa Pipeline Company Gas marketing
LIG Liquids Company, L.L.C. Gas marketing
Louisiana Intrastate Gas Company, L.L.C. Gas marketing
LIG Chemical Company Gas marketing
Houston Pipe Line Company Pipeline
Houston Pipe Line Company, LP Gas marketing
AEP Gas Marketing LP Gas marketing
HPL Holdings, Inc. Gas marketing
AEP Resources International, Limited Foreign power plant operations
AEP Resources Project Management
Company, Ltd. Foreign power plant operations
AEP Pushan Power, LDC Foreign power plant operations
CSW International, Inc. Foreign IPP's
AEP Delaware Investment Company III Energy management
AEP Holdings I CV Holding company
AEP Holdings II CV Holding company
AEP Energy Services UK Gen Ltd European power generation
AEP Energy Services Limited European trading operations
CSW Energy, Inc. Domestic IPP's
CSW Power Marketing, Inc. Power marketing
CSW Ft. Lupton, Inc. Power plant operations
Newgulf Power Venture Power plant operations
CSW Development I, Inc. Power plant operations
Eastex Cogeneration LP Power plant operations
CSW Eastex LP I, Inc. Power plant operations
CSW Energy Services, Inc. Energy Marketer
EnerShop Inc. Retail Sales
Mutual Energy SWEPCO L.P. Retail electric provider
REP Holdco Inc. Retail electric provider
Mutual Energy TCC, LP Retail electric provider
REP General Partner L.L.C. Retail electric provider
Mutual Energy WTU, LP Retail electric provider
Mutual Energy Service Company, L.L.C. Service operations for retail companies
AEP Ohio Commercial & Industrial
Retail Co, LLC Retail electric provider
AEP Ohio Retail Energy LLC Retail electric provider
Mutual Energy L.L.C. Retail electric provider
AEP Texas POLR, LLC (formerly AEP
Texas Retail GP, LLC) Retail electric provider of last resort
POLR Power, L.P. Retail electric provider of last resort
AEP Desert Sky GP, LLC Wind generation operations
AEP Desert Sky LP LLC Wind generation operations
Universal Supercapacitators, LLC Supercapacitator operations
The nonutility entities seeking authority to become participants in the
Nonutility Money Pool in Item 1, Section G below, are applicants in this
proceeding.
For purposes hereof "Subsidiaries" shall also include other direct or
indirect subsidiaries that AEP may form pursuant to the Rule 58 exception or
pursuant to Sections 32, 33 or 34 of the Act. All of AEP's direct and indirect
Subsidiaries, other than Public Utility Subsidiaries, are herein called
"Nonutility Subsidiaries." All subsidiaries and AEP and AEP Utilities are
sometimes referred to collectively as the "Companies".
ITEM 1. DESCRIPTION OF PROPOSED TRANSACTIONS
I. Current and Requested Financing Authority
A. Background and Previously Existing Authority
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By Order dated December 30, 1997 (Release No. 35-26811, in file No.
70-9107), AEP Utilities, formerly Central and South West Corporation, and its
electric public utility subsidiary companies, TCC, PSO, SWEPCO, TNC and Central
and South West Services, Inc., were authorized to engage in various financing
and related transactions through December 31, 2002.
By Order dated June 14, 2000 (Release No. 35-27186 in File No.
70-9381), AEP was authorized to acquire by merger all of the outstanding common
stock of AEP Utilities. By that order, AEP, its operating subsidiaries and
certain other subsidiaries were added to the Money Pool administered by AEP
Utilities.
By Order dated October 26, 2001 (Release No. 27457 in File No. 70-9937)
the Money Pool authority was extended to December 31, 2002 and certain sublimits
were established.
B. Current Authority
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By order dated April 11, 2002 (Release No. 35-27517 in file no.
70-10021), AEP is authorized to issue and sell through June 30, 2004 shares of
common stock, preferred securities, long-term debt and other securities in an
aggregate amount at anytime outstanding not to exceed $3.0 billion (not
including shares of common stock issued pursuant to various stock ownership
plans).
By order dated December 18, 2002, in File No. 70-10088 (HCAR Release
No. 35-27623), the Commission authorized through March 31, 2006 ("Authorization
Period"):
(i) SWEPCO and Wheeling to issue common stock, preferred securities;
short-term debt financing; long-term debt financing, such as first
mortgage bonds, pollution control revenue bonds, notes (secured and
unsecured) and debentures; sales of tax-advantaged preferred
securities; and borrowings under Credit Agreements with banks; credit
enhancements and other financial institutions in each case not subject
to Rule 52; in amounts not to exceed $350 million and $40 million,
respectively, and to engage in hedging transactions;
(ii) AEP, AEP Utilities and the Public Utility Subsidiaries to have
aggregate short-term financing authority in the amount of $7.2 billion
outstanding;
(iii) TCC, TNC, Columbus and Ohio, companies affected by restructuring,
to issue short and long-term debt in an amount not to exceed $3.9
billion. Any short-term debt issued by TCC, TNC, Columbus and Ohio will
be included in the aggregate short-term financing amount of $7.2
billion outstanding described at (ii) above;
(iv) Public Utility Subsidiaries to organize corporations, trusts,
partnerships or other entities for the purpose of facilitating certain
types of financings such as the issuance of tax advantaged preferred
securities;
(v) AEP and its Subsidiaries are authorized to enter into and perform
interest rate hedging transactions to manage the volatility of interest
rates associated with outstanding indebtedness and anticipated debt
offerings.
(vi) AEP, AEP Utilities and Utility Money Pool Participants to continue
the Utility Money Pool through the Authorization Period;
(vii) AEP and its Nonutility Subsidiaries to form and continue a
Nonutility Money Pool on substantially the same terms and conditions as
the Utility Money Pool;
(viii) AEP and its Subsidiaries to issue guarantees and other forms of
credit support in an aggregate amount not to exceed $900 million
outstanding at any time; and
(ix) AEP's Nonutility Subsidiaries to pay dividends out of capital or
unearned surplus to the fullest extent of the law.
C. Summary of the Requested Authority
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The Applicants hereby request authorization to amend, modify and expand
the authority existing in File No. 70-10088 with respect to the ongoing
financing activities of AEP and its Subsidiaries through the Authorization
Period as follows:
1) AEP seeks authority to increase its capitalization by issuing and selling
from time to time during the Authorization Period, directly or indirectly
through one or more Financing Subsidiaries: (i) additional Common Stock
and/or options, warrants, equity-linked securities or stock purchase
contracts convertible into or exercisable for Common Stock, (ii) Preferred
Stock and other forms of preferred securities (including trust preferred
securities) (collectively, "Preferred Securities"), and (iii) new long-term
debt securities having maturities of one year or more up to 50 years ("Long
Term Debt"), in an amount up to $3 billion (excluding securities issued for
purposes of refunding or replacing other outstanding securities where AEP's
capitalization is not increased as a result thereof). AEP currently has
authority to issue commercial paper, promissory notes and other forms of
short-term indebtedness having maturities of less than one year
("Short-term Debt") in an aggregate amount not to exceed $7.2 billion to
fund the Money Pools and for its own requirements (File 70-10088).
2) Kingsport and Wheeling seek authority to issue long-term debt in an amount
not to exceed $40 million for each company and to enter into hedging
transactions.
3) AEP and the Public Utility Subsidiaries have the short-term borrowing
limits set forth below in Section D, Subsection 5 for Public Utility
Subsidiaries through the Utility Money Pool, external borrowings or
borrowings from AEP.
4) The references in File No. 70-10088 relating to Restructuring Companies
will be deleted and the Texas and Ohio companies will have short and
long-term financing authority as set forth in Section D, Subsection 5 and
Section E, Subsection 4.
5) The following Public Utility Subsidiaries seek authority to refund and
reissue currently outstanding pollution control revenue bonds as follows:
TCC $450,000,000, TNC $45,000,000, and SWEPCO $185,000,000.
6) AEP Utilities, Inc. seeks authority to issue short-term debt in an amount
up to $100,000,000 from external sources or from its parent AEP for its
general corporate purposes.
7) AEP and the Subsidiaries seek authority to (i) acquire, directly or
indirectly, the equity securities of one or more entities ("Financing
Subsidiaries") created specifically for the purpose of facilitating the
financing of authorized and exempt activities of the Applicants through the
issuance of long-term debt, short-term debt, preferred securities and other
equity securities to third parties and to provide guarantees and enter into
expense agreements with respect to the securities or other obligations of
Financing Subsidiaries. Financing Subsidiaries are authorized to transfer
proceeds of any financing to their respective parent companies.
8) Certain nonutility Subsidiaries seek authorization to participate in the
Nonutility Money Pool.
9) Dolet Hills Lignite Company currently a participant in the Nonutility Money
Pool seeks to become a participant in the Utility Money Pool.
D. Parameters of Financings
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The Applicants request authority to engage in financing transactions
for which the specific terms and conditions are not currently known, subject to
certain conditions concerning the financial condition of the Applicants. The
Applicants will not publicly issue any long-term debt unless such securities are
rated at the time of issuance at an investment grade level as established by at
least one "nationally recognized statistical rating organization," as that term
is used in paragraphs (c)(2)(vi)(E)(F) and (H) of Rule 15c3-1 under the
Securities Exchange Act of 1934. The entity issuing any commercial paper will
have at least an investment grade corporate or senior unsecured debt rating by
at least one nationally recognized rating agency. Short-term borrowings will
have maturities of less than one year from the date of issuance. The general
conditions for financing without further prior approval are set forth below.
1. Effective Cost of Money on Debt Securities and Borrowings Under Credit
Agreements
The effective cost of money on long term debt borrowings issued
pursuant to this Application will not exceed the greater of (i) 500 basis points
over comparable term U.S. Treasury securities, or (ii) a gross spread over U.S.
Treasury securities which is consistent with similar securities of comparable
credit quality and maturities issued by other companies.
2. Maturity of Debt
The maturity of indebtedness will not exceed 50 years.
3. Issuance Expenses
The underwriting fees, commissions, or other similar expenses paid in
connection with the issue, sale or distribution of a security pursuant to the
Application will not exceed 5% of the principal or total amount of the
financing.
4. Use of Proceeds
The proceeds from the sale of securities in external financing
transactions by the Applicants will be added to their respective treasuries and
subsequently used principally for general corporate purposes including:
(i) the financing, in part, of capital expenditures;
(ii) the financing of working capital requirements;
(iii)the acquisition, retirement or redemption of securities
previously issued by such Applicant; and
(iv) other lawful purposes, including direct or indirect investment in
Rule 58 companies by AEP, other subsidiaries approved by the
Commission, EWGs and FUCOs.
5. Borrowing Limits
The aggregate amount of outstanding external financing effected by the
Applicants pursuant to the authorization requested hereunder during the
Authorization Period, other than the refinancing of currently outstanding
securities, which shall not be limited, will not exceed:
(a) Long-term debt limits:
AEP $3,000,000,000
Kingsport $ 40,000,000
TCC $ 600,000,000
TNC $ 250,000,000
SWEPCO $ 600,000,000
Wheeling $ 40,000,000
b) Short-term borrowing limits for Public Utility Subsidiaries
through the Money Pool or external borrowings, or borrowings from AEP
or from a Financing Subsidiary, are as follows:
Appalachian $ 600,000,000
Columbus $ 350,000,000
Indiana $ 500,000,000
Kentucky $ 200,000,000
Generating $ 125,000,000
Kingsport $ 40,000,000
Ohio $ 600,000,000
PSO $ 300,000,000
SWEPCo $ 350,000,000
TCC $ 600,000,000
TNC $ 250,000,000
Wheeling $ 40,000,000
(c) AEP requires an amount of authority for short-term
borrowings sufficient to fund the Utility Money Pool and the Nonutility
Money Pool, to make loans to other Subsidiaries, as well as for its own
requirements in an amount not to exceed $7,200,000,000.
(d) AEP Utilities, Inc.:
AEP Utilities. Inc., a registered public utility holding
company, requests authority to borrow up to $100,000,000 outstanding at
any one time from external sources or from its parent AEP for its own
corporate purposes. This authority is in addition to its authority to
borrow to fund the Utility Money Pool.
(e) Pollution Control Revenue Bonds Refunding:
The following Public Utility Subsidiaries seek authority to
refund and reissue currently existing pollution revenue bonds as
follows:
TCC $450,000,000
TNC $ 45,000,000
SWEPCO $185,000,000
6. Financial Condition
AEP hereby represents that it will maintain during the Authorization
Period for itself and for all the Public Utility Subsidiaries minimum 30% common
equity as a percentage of consolidated capital (inclusive of short-term debt and
inclusive of securitization bonds for the recovery of regulatory assets in
connection with state-mandated utility restructuring); however TCC has authority
in File No. 70-10088 to maintain a common equity ratio of 25% for so long as
securitization bonds are outstanding. The 25% common equity as a percentage of
consolidated capital is required only because of the issuance of securitization
bonds.
E. Financing Requests
External Financing - All external financing will be at rates or prices
and under conditions based upon, or otherwise determined, by competitive capital
markets.
The Applicants request authority to sell securities covered by this
Application in any of the following ways: (i) through underwriters or dealers;
(ii) directly to a limited number of purchasers or to a single purchaser, or
(iii) through agents or dealers. If underwriters are used in the sale of the
securities, such securities will be acquired by the underwriters for their own
account and may be resold from time to time in one or more transactions,
including negotiated transactions, at a fixed public offering price or at
varying prices determined at the time of sale. The securities may be offered to
the public either through underwriting syndicates (which may be represented by
managing underwriters) or directly by one or more underwriters acting alone. The
securities may be sold directly or through agents designated from time to time.
If dealers are used in the sale of any securities, such securities will be sold
to the dealers as principal. Any dealer may then resell such securities to the
public at varying prices to be determined by such dealer at the time of resale.
If debt securities are being sold, they may be sold pursuant to
"delayed delivery contracts" which permit the underwriters to locate buyers who
will agree to buy the debt at the same price but at a later date than the date
of the closing of the sale to the underwriters. Debt securities may also be sold
through the use of medium-term note and similar programs, including in
transactions covered by Rule 144A under the Securities Act of 1933. Pollution
control revenue bonds may be sold either currently or in forward refundings
where the price of the securities is established currently for delivery at a
future date. Terms relating to credit enhancement and hedging transactions will
be as set forth in File 70-10088.
1. External AEP Financing
AEP seeks authority to increase its capitalization by issuing and
selling from time to time during the Authorization Period, directly or
indirectly through one or more Financing Subsidiaries: (i) additional Common
Stock and/or options, warrants, equity-linked securities or stock purchase
contracts convertible into or exercisable for Common Stock, (ii) Preferred Stock
and other forms of preferred securities (including trust preferred securities)
(collectively, "Preferred Securities"), and (iii) new long-term debt securities
having maturities of one year or more up to 50 years ("Long Term Debt"), in an
amount up to $3 billion (excluding securities issued for purposes of refunding
or replacing other outstanding securities where AEP's capitalization is not
increased as a result thereof).
Common Stock. AEP seeks authority to issue and sell Common Stock or
options, warrants, equity-linked securities or other stock purchase rights
exercisable for Common Stock. Common Stock financings may be effected pursuant
to underwriting agreements of a type generally standard in the industry. Public
distributions may be pursuant to private negotiation with underwriters, dealers
or agents as discussed below or effected through competitive bidding among
underwriters. In addition, sales may be made through private placements or other
non-public offerings to one or more persons. All such Common Stock sales will be
at rates or prices and under conditions negotiated or based upon, or otherwise
determined by, competitive capital markets.
AEP may sell Common Stock covered by this Application/Declaration in
any one of the following ways: (i) through underwriters or dealers; (ii) through
agents; or (iii) directly through a limited number of purchasers or a single
purchaser. If underwriters are used in the sale of the securities, such
securities will be acquired by the underwriters for their own account and may be
resold from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. The securities may be offered to the public either through
underwriting syndicates (which may be represented by a managing underwriter or
underwriters designated by AEP) or directly by one or more underwriters acting
alone. If Common Stock is being sold in an underwritten offering, AEP may grant
the underwriters thereof a "green shoe" option permitting the purchase from AEP
at the same price of additional shares then being offered solely for the purpose
of covering over-allotments.
Preferred Securities. AEP seeks to have the flexibility to issue
Preferred Stock or other types of Preferred Securities (including, without
limitation, trust preferred securities or monthly income preferred securities)
directly or indirectly through one or more special-purpose Financing
Subsidiaries organized by AEP specifically for such purpose as described herein.
Preferred Stock or other types of Preferred Securities may be issued in one or
more series with such rights, preferences and priorities as may be designated in
the instrument creating each such series, as determined by AEP's Board of
Directors. Dividends or distributions on Preferred Securities will be made
periodically and to the extent funds are legally available for such purpose, but
may be made subject to terms which allow the issuer to defer dividend payments
for specified periods. Preferred Securities may be convertible or exchangeable
into shares of AEP Common Stock or indebtedness.
Long-Term Debt. Long-term Debt may be issued directly by AEP or
indirectly through one or more Financing Subsidiaries in the form of bonds,
notes, medium-term notes or debentures under one or more indentures or long-term
indebtedness under agreements with banks or other institutional lenders. Each
series of Long-term Debt would have such designation, aggregate principal
amount, maturity, interest rate(s) or methods of determining the same, terms of
payment of interest, redemption provisions, sinking fund terms and other terms
and conditions as AEP may determine at the time of issuance. Any Long-term Debt
(a) may be convertible into any other securities of AEP, (b) will have
maturities up to 50 years, (c) may be subject to optional and/or mandatory
redemption, in whole or in part, at par or at various premiums above the
principal amount thereof, (d) may be entitled to mandatory or optional sinking
fund provisions, (e) may provide for reset of the coupon pursuant to a
remarketing arrangement, (f) may be subject to tender or the obligation of the
issuer to repurchase at the election of the holder or upon the occurrence of a
specified event, (g) may be called from existing investors by a third party and
(h) may be entitled to the benefit of affirmative or negative financial or other
covenants.
The maturity dates, interest rates, redemption and sinking fund
provisions, tender or repurchase and conversion features, if any, with respect
to the Long-term Debt of a particular series, as well as any associated
placement, underwriting or selling agent fees, commissions and discounts, if
any, will be established by negotiation or competitive bidding. Specific terms
of any Long-term Debt will be determined by AEP at the time of issuance and will
comply in all regards with the parameters on financing authorization set forth
above.
Short-Term Debt. AEP also seeks authority to issue commercial paper,
promissory notes and other forms of short-term indebtedness having maturities of
less than one year ("Short-term Debt") in an aggregate amount not to exceed $7.2
billion to fund the Money Pools, to make loans to Subsidiaries and for its own
corporate purposes.
2. Long-Term Debt - Public Utility Subsidiaries
Public Utility Subsidiaries. Under current law, the public utility
commission in the states of Indiana, Virginia, Tennessee, Ohio, Oklahoma and
Kentucky approve the issuance of long-term securities by public utility
companies. Therefore, Rule 52(a) provides an exemption from this Commission for
the issuances of long term debt securities by all of AEP's public utility
subsidiaries except Kingsport, TCC, SWEPCO, TNC and Wheeling.
Financing authorization is being sought for Kingsport, SWEPCO,
Wheeling, TCC, and TNC as described in Borrowing Limits above.
Any long-term debt would have such designations, aggregate principal
amount, maturity, interest rate(s) or methods of determining the same, interest
payment terms, redemption provisions, non-refunding provisions, sinking fund
terms, conversion or put terms and other terms and conditions in accordance with
parameters set forth in Section 1 above and as described in subsection (a)
above, as the Applicants may at the time of issuance determine.
3. Short-Term Debt - Public Utility Subsidiaries
The Public Utility Subsidiaries are members of the AEP Utility System
Money Pool and make short-term borrowings from the Money Pool. The Utility Money
Pool and the Nonutility Money Pool (together, the "Money Pools") are funded by
AEP currently through a commercial paper program. No participant in the Money
Pools ("Participants") may borrow from the specific Money Pool if the borrowing
Company could borrow more cheaply directly from banks or through the issuance of
its own commercial paper. The Public Utility Subsidiaries require authority for
short term borrowing in the event funds are not available from the Money Pool.
Therefore, AEP, any Financing Subsidiary, AEP Utilities and the Public Utility
Subsidiaries seek authorization for the issuance of short-term debt in the form
of bank loans and commercial paper programs in the amounts set forth in
Borrowing Limits above.
Commercial paper would be sold in established domestic or European
commercial paper markets. AEP, AEP Utilities, any Financing Subsidiary or the
Public Utility Subsidiaries may, without counting against its limits, maintain
back up lines of credit in connection with a commercial paper program in an
aggregate amount not to exceed the amount of authorized commercial paper.
AEP and AEP Utilities require flexibility in the types of short-term
debt by which each of them borrows externally to take advantage of new
commercial paper products being offered in the market for short-term securities,
including but not limited to, the extendible commercial notes program currently
being offered by certain commercial paper dealers, and other new products to
provide alternate backup liquidity for commercial paper and short-term notes.
AEP, AEP Utilities, any Financing Subsidiary and the Public Utility
Subsidiaries having the flexibility to allocate short-term borrowings between
sales of notes and sales of commercial paper, will be able to realize economies
in meeting their short-term financing requirements, and such companies propose,
in general, taking appropriate long and short-term considerations into account,
to utilize the most economical means available at any time to meet their
short-term financing requirements.
AEP, AEP Utilities, any Financing Subsidiary and the Public Utility
Subsidiaries may engage in other types of short-term financing generally
available to borrowers with comparable credit ratings as each individual entity
may deem appropriate in light of its needs and market conditions at the time of
issuance, including making borrowings from AEP, AEP Utilities or any Financing
Subsidiary.
4. Texas and Ohio Companies
The references in File No. 70-10088 relating to Restructuring Companies
will be deleted and the Texas and Ohio companies will have short and long-term
financing authority, other than the refinancing of currently outstanding
securities which shall not be limited, as set forth below:
a) Columbus and Ohio seek short-term borrowing authority for
up to $350,000,000 for Columbus and $600,000,000 for Ohio. Long-term debt issued
by Columbus and/or Ohio is approved by the Ohio Public Utility Commission.
The Public Utility Subsidiaries located in Texas seek the following
authority:
Short-term Debt Authority:
SWEPCO $350,000,000
TCC $600,000,000
TNC $250,000,000
Long-term Debt Authority:
SWEPCO $600,000,000
TCC $600,000,000
TNC $250,000,000
5. Pollution Control Revenue Refunding Bonds
The following Public Utility Subsidiaries seek authority to refund and
reissue currently outstanding pollution control revenue bonds in amounts not to
exceed:
TCC $450,000,000
TNC $ 45,000,000
SWEPCO $185,000,000
6. AEP Utilities
AEP Utilities, Inc., a registered holding company, seeks authority to
issue short-term debt in an amount up to $100,000,000 from external sources or
from its parent AEP for its general corporate purposes. This authority would not
be used to fund the Utility Money Pool, but would be in addition to that
financing authority (which was previously authorized in 70-10088).
F. Authority to Form Financing Subsidiaries
AEP and the Subsidiaries request authority to acquire, directly or
indirectly, the equity securities of one or more Financing Subsidiaries.
Financing Subsidiaries may be corporations, trusts, partnerships or other
entities created specifically for the purpose of facilitating the financing of
the authorized and exempt activities (including exempt and authorized
acquisitions) of AEP and the Subsidiaries through the issuance of long-term
debt, short-term debt, including commercial paper, or Preferred Securities, to
third parties and the transfer of the proceeds of such financings to AEP or such
Subsidiaries. The proceeds of the sale of any commercial paper will be used to
fund the AEP Money Pools or to make direct loans to the Subsidiaries and, to the
extent not exempt under Rule 52, Subsidiaries also request authorization to
issue their subordinated unsecured notes ("Subordinated Notes") to any Financing
Subsidiary to evidence the loan of financing proceeds by a Financing Subsidiary
to its parent company. The principal amount, maturity and interest rate on any
such Subordinated Notes will be designed to parallel the amount, maturity and
interest or distribution rate on the securities issued by a Financing Subsidiary
in respect of which the Subordinated Note is issued.
The amount of securities issued by any Financing Subsidiary to third
parties pursuant to the authorization requested herein will be included in the
overall external financing limitation, if any, authorized for the parent company
of such Financing Subsidiary. However, the amount of Subordinated Notes issued
by a parent company to its Financing Subsidiary will not be counted against such
external financing limitation. Securities issued by any Financing Subsidiary to
third parties shall be exempt pursuant to Rule 52 (and therefore reportable on
Form U-6B-2) only if such securities, if issued directly by the parent company
of such the Financing Subsidiary, would be exempt under Rule 52.
AEP or a Subsidiary may, if required, guarantee or enter into support
or expense agreements in respect of the obligations of any such Financing
Subsidiaries. Subsidiaries may also provide guarantees and enter into support or
expense agreements, if required, on behalf of such entities. However, to avoid
double counting, the guarantees of securities issued by Financing Subsidiaries
shall not be counted against the $900 million limitation on AEP Guarantees and
Subsidiary Guarantees (see File 70-10088).
G. Addition of Participants to Nonutility Money Pool
AEP and any existing direct or indirect nonutility subsidiary named
herein (including any exempt wholesale generator under Section 32 of the Act, a
foreign utility company under Section 33 of the Act or an exempt
telecommunications company under Section 34 of the Act) and including any Rule
58 company (collectively the "Nonutility Subsidiaries") were authorized in File
70-10088 (HCAR Release 35-27623) to form and participate in a separate system of
intercorporate borrowings (the "Nonutility Money Pool"). The Nonutility Money
Pool is administered in the same manner and subject to the same conditions as
the Utility Money Pool.
The following nonutility entities hereby seek authorization to become
participants in the AEP Nonutility Money Pool:
Entity Description
AEP Houston Pipeline Company LLC Gas pipeline
AEP Power Marketing, Inc. Power marketing
AEP Texas POLR GP, LLC Marketing of natural gas, electricity or
energy related products
CSW Services International, Inc. Non-regulated energy-related services and
projects
AEP Coal Marketing LLC Marketing of natural gas, electricity or
energy related products
CSW Orange, Inc. Independent Power
CSW Mulberry, Inc. Independent Power
Noah I Power G.P., Inc. Independent Power
Noah I Power, L.P. Independent Power
CSW Orange II, Inc. Independent Power
CSW Mulberry II, Inc. Independent Power
CSW Sweeny GP I, Inc. Independent Power
CSW Sweeny GP II, Inc. Independent Power
CSW Sweeny LP I, Inc. Independent Power
CSW Sweeny LP II, Inc. Independent Power
CSW Services International Inc. Non-regulated energy-related services
and products
Trent Wind Farm LP Wind power generation
AEP Wind LP, LLC Wind power generation
AEP Wind GP, LLC Wind power generation
CSW Vale LLC International energy-related
investments, trading and other projects
HPL GP LLC Gas pipeline and processing
AEP Desert Sky GP, LLC Wind power generation
AEPR Ohio LLC International energy-related investments,
trading and other projects
AEP Wind LP II, LLC Wind power generation
AEP Desert Sky LP II, LLC Wind power generation
AEP Wind Holding, LLC Wind power generation
Golden Prairie Holding Company, LLC Wind power generation holding company
Golden Prairie Wind Farm LLC Wind power generation
H. Addition of Dolet Hills Lignite Company to Utility Money Pool
Dolet Hills Lignite Company, a subsidiary of SWEPCo, currently a
participant in the Nonutility Money Pool, seeks to become a participant in the
Utility Money Pool because it is a mining company similar to the other mining
companies which are currently Utility Money Pool Participants. It would no
longer be a participant in the Nonutility Money Pool.
I. Summary of Requests for Authority
(i) Applicants in this file request authorization for financing
transactions for the period beginning with the effective date of an
order issued pursuant to this filing and continuing until March 31,
2006 unless otherwise provided;
(ii) AEP seeks authority to issue directly or through one or more
Financing Subsidiaries common stock and/or options, warrants,
equity-linked securities or stock purchase contracts convertible into
or exercisable for common stock, Preferred Securities and long term
debt in an amount up to $3 billion and short-term debt in an aggregate
amount not to exceed $7.2 billion;
(iii) Kingsport and Wheeling request authorization to issue long-term
debt in amounts not to exceed $40 million for each company;
(iv) AEP, AEP Utilities and the Public Utility Subsidiaries request
that the Commission approve an aggregate financing request in the
amount of $7.2 billion outstanding in short-term financing capacity for
AEP, AEP Utilities and the Public Utility Subsidiaries as more fully
described in the Application-Declaration; (v) Columbus and Ohio seek
authority to issue short-term debt in an amount not to exceed $300
million and $600 million, respectively; SWEPCO, TCC and TNC seek
authority to issue short-term debt in amounts up to $350 million, $500
million, and $250 million, respectively, and to issue long-term debt in
amounts up to $600 million, $600 million and $250 million,
respectively;
(vi) SWEPCO, TCC and TNC seek authority to refund and reissue currently
outstanding pollution control revenue refunding bonds in amounts not to
exceed $185 million, $450 million, and $45 million, respectively;
(vii) AEP and its Subsidiaries seek authorization to organize Financing
Subsidiaries;
(viii) Certain additional Nonutility Subsidiaries request authority to
become participants in the Nonutility Money Pool;
(ix) Dolet Hills Lignite Company seeks to become a participant in the
Utility Money Pool.
***
J. Compliance with Rule 54
The proposed transaction is also subject to Rule 54. Rule 54 provides
that, in determining whether to approve the issue or sale of any securities for
purposes other than the acquisition of any "exempt wholesale generator" ("EWG")
or "foreign utility company" ("FUCO") or other transactions unrelated to EWGs or
FUCOs, the Commission shall not consider the effect of the capitalization or
earnings of subsidiaries of a registered holding company that are EWGs or FUCOs
if the requirements of Rule 53(a), (b) and (c) are satisfied. Under Rule 53(a),
the Commission shall not make certain specified findings under Sections 7 and 12
in connection with a proposal by a holding company to issue securities for the
purpose of acquiring the securities of or other interest in an EWG, or to
guarantee the securities of an EWG, if each of the conditions in paragraphs
(a)(1) through (a)(4) thereof are met, provided that none of the conditions
specified in paragraphs (b)(1) through (b)(3) of Rule 53 exists.
AEP consummated the merger with Central and South West Corporation, now
AEP Utilities, Inc. ("CSW"), on June 15, 2000 pursuant to an order dated June
14, 2000 (HCAR No. 27186), which further authorized AEP to invest up to 100% of
its consolidated retained earnings, with consolidated retained earnings to be
calculated on the basis of the combined consolidated retained earnings of AEP
and CSW (the "Rule 53(c) Order").
AEP currently meets all of the conditions of Rule 53(a), except for
clause (1). At March 31, 2003, AEP's "aggregate investment", as defined in Rule
53(a) (1), in EWGs and FUCOs was approximately $1.766 billion, or about 70.1% of
AEP's "consolidated retained earnings", also as defined in Rule 53(a) (1), for
the four quarters ended March 31, 2003 ($2.519 billion).
With respect to Rule 53(a) (1), however, the Commission has determined
that AEP's financing of investments in EWGs and FUCOs in an amount greater than
the amount that would otherwise be allowed by Rule 53(a) (1) would not have
either of the adverse effects set forth in Rule 53(c). See the Rule 53(c) Order.
In addition, AEP has complied and will continue to comply with the
record-keeping requirements of Rule 53(a) (2), the limitation under Rule 53(a)
(3) on the use of operating company personnel to render services to EWGs and
FUCOs, and the requirements of Rule 53(a) (4) concerning the submission of
copies of certain filings under the Act to retail rate regulatory commissions.
Further, none of the circumstances described in Rule 53(b) (1) or (3) has
occurred or is continuing.
The circumstances described in Rule 53(b) (2) have occurred. As a
result of the recording of a loss with respect to impairment charges, AEP's
consolidated retained earnings declined for the period ending March 31, 2003.
The average consolidated retained earnings of AEP for the four quarterly periods
ended March 31, 2003 was $2.519 billion, or a decrease of approximately 23.9%
from the company's average consolidated retained earnings for the four quarterly
periods ended March 31, 2003 of $3.308 billion. In addition, AEP's "aggregate
investment" in EWGs and FUCOs as of March 31, 2003 exceeded 2% of the total
capital invested in utility operations.
If the effect of the capitalization and earnings of EWGs and FUCOs in
which AEP has an ownership interest upon the AEP holding company system were
considered, there would be no basis for the Commission to withhold or deny
approval for the proposal made in this Application-Declaration. The action
requested in the instant filing would not, by itself, or even considered in
conjunction with the effect of the capitalization and earnings of AEP's EWGs and
FUCOs, have a material adverse effect on the financial integrity of the AEP
system, or an adverse impact on AEP's public-utility subsidiaries, their
customers, or the ability of State commissions to protect such public-utility
customers. The Rule 53(c) Order was predicated, in part, upon an assessment of
AEP's overall financial condition which took into account, among other factors,
AEP's consolidated capitalization ratio and the growth trend in AEP's retained
earnings.
As of December 31, 1999, the most recent period for which financial
statement information was evaluated in the 53(c) Order, AEP's consolidated
capitalization (including CSW on a pro forma basis) consisted of 37.3% common
and preferred equity, 61.3% debt and $335 million principal amount of certain
subsidiary obligated mandatorily redeemable preferred securities of subsidiary
trusts holding solely junior subordinated debentures of such subsidiaries
("Trust Preferred Securities") representing 1.4%. As of March 31, 2003, AEP's
consolidated capitalization consisted of 55.2% debt, 38.3% common and preferred
equity (consisting of 394,993,420 shares of common stock representing 37.7%,
$376 million principal amount of equity units representing 1.7% and $144 million
principal amount of preferred stock representing 0.6%), $321 million principal
amount of Trust Preferred Securities representing 1.4% and $759 million minority
interest in finance subsidiary representing 3.4%.
AEP respectfully submits that the requirements of Rule 53(c) are met.
The requested authority will not have a substantial adverse impact upon the
financial integrity of AEP or its Utility Subsidiaries.
None of AEP's Utility Subsidiaries or their customers will be adversely
impacted by the requested relief.
The ratio of common equity to total capitalization, net of
securitization debt, of each of the Utility Subsidiaries will continue to be
maintained at not less than 30%. In addition, each of the Utility Subsidiaries
is subject to regulation by one or more state commissions that are able to
protect utility customers within their respective states.
Since the date of the Rule 53(c) Order, there has been a reduction in
AEP's consolidated equity capitalization ratio; however, it remains within
acceptable ranges and limits of rating agencies for strong investment grade
corporate credit ratings. In addition, the operating subsidiaries, which will
have a significant influence on the determination of the AEP corporate rating,
continue to show strong financial statistics as measured by the rating agencies.
As of December 31, 1999, Standard and Poor's rating of secured debt for
AEP's operating subsidiaries was as follows: Appalachian Power Company, A;
Columbus Southern Power Company, A-; Indiana Michigan Power Company, A-;
Kentucky Power Company, A; and Ohio Power Company, A-. As of December 31, 1999,
Standard and Poor's rating of secured debt for Central and South West
Corporation's Utility Subsidiaries was as follows: AEP Texas Central Company
(formerly Central Power and Light Company), A; Public Service Company of
Oklahoma, AA-; Southwestern Electric Power Company, AA-; and AEP Texas North
Company (formerly West Texas Utilities Company), A.
As of March 31, 2003, Standard and Poor's rating of secured debt for
AEP's operating subsidiaries was as follows: Appalachian Power Company, BBB;
Columbus Southern Power Company, BBB; Indiana Michigan Power Company, BBB;
Kentucky Power Company, BBB and Ohio Power Company, BBB. As of March 31, 2003,
Standard and Poor's rating of secured debt for Central and South West
Corporation's Utility Subsidiaries was as follows: AEP Texas Central Company
(formerly Central Power and Light Company), BBB; Public Service Company of
Oklahoma, BBB; Southwestern Electric Power Company, BBB; and AEP Texas North
Company (formerly, West Texas Utilities Company), BBB.
Reporting
AEP and the Participants will report quarterly to the Commission
pursuant to Rule 24 under the Act as part of the quarterly filing in File No.
10088.
ITEM 2. Fees, Commissions and Expenses.
The fees, commissions and expenses incurred or to be incurred in
connection with the preparation and filing of this Application/Declaration are
estimated not to exceed $2,000.
ITEM 3. Applicable Statutory Provisions.
Sections 6(a), 7, 9(a), 10 and 12 and Rules 43, 45 and 46 thereunder
are or may be applicable to the proposed transactions. To the extent any other
sections of the Act may be applicable to the proposed transactions, the
Applicants hereby request appropriate orders thereunder.
ITEM 4. Regulatory Approval.
No state and regulatory authority which has not already been obtained
and no federal regulatory authority, other than the Commission under the Act,
has jurisdiction over the proposed transactions. The Virginia State Corporation
Commission and the West Virginia Public Services Commission may have
jurisdiction over the organization of a Financing Subsidiary to provide services
for APCo or Wheeling. No other approvals are required.
ITEM 5. PROCEDURE.
The Commission is requested to publish a notice under Rule 23 with
respect to the filing of this Application/ Declaration as soon as practicable.
The Applicant requests that the Commission's order be issued as soon as
practicable after the notice period and in any event not later than October 31,
2003 in order to accommodate the initial call of capital contributions by the
Company. The Applicant further requests that there should not be a 30-day
waiting period between issuance of the Commission's order and the date on which
the order is to become effective, hereby waives a recommended decision by a
hearing officer or any other responsible officer of the Commission, and consents
to the assistance of the Division of Investment Management in the preparation of
the Commission's decision and/or order, unless the Division of Investment
Management opposes the matters proposed herein.
ITEM 6. Exhibits and Financial Statements.
A. Exhibits.
A - None
B - Inapplicable
C - None
D - Inapplicable
E - Opinion of Counsel
F - Form of Federal Register Notice
B. Financial Statements. (To be filed as an Amendment)
Balance Sheets as of June 30, 2003 and Statements Of Income and
Retained Earnings for the 12 months ended June 30, 2003 of American and its
subsidiaries consolidated.
ITEM 7. Information as to Environmental Effects.
None of the matters that are the subject of this
Application/Declaration involves a "major federal action" nor do such matters
"significantly affect the quality of the human environment" as those terms are
used in section 102(2)(C) of the National Environmental Policy Act. The
transaction that is the subject of this Application/Declaration will not result
in changes in the operation of the Applicant that will have an impact on the
environment. The Applicant is not aware of any federal agency that has prepared
or is preparing an environmental impact statement with respect to the
transaction that is the subject of this Application/Declaration.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned company has duly caused this Form U-1 to be signed on
its behalf by the undersigned thereunto duly authorized.
AMERICAN ELECTRIC POWER COMPANY, INC.
and
AEP GENERATING COMPANY
AMERICAN ELECTRIC POWER SERVICE CORPORATION
APPALACHIAN POWER COMPANY
AEP UTILITIES, INC.
AEP TEXAS CENTRAL COMPANY
COLUMBUS SOUTHERN POWER COMPANY
INDIANA MICHIGAN POWER COMPANY
KENTUCKY POWER COMPANY
KINGSPORT POWER COMPANY
OHIO POWER COMPANY
PUBLIC SERVICE COMPANY OF OKLAHOMA
SOUTHWESTERN ELECTRIC POWER COMPANY
AEP TEXAS NORTH COMPANY
WHEELING POWER COMPANY
DOLET HILLS LIGNITE COMPANY, LLC
AEP HOUSTON PIPELINE COMPANY LLC
AEP POWER MARKETING, INC.
AEP TEXAS POLR GP, LLC
CSW SERVICES INTERNATIONAL INC.
AEP COAL MARKETING LLC
CSW ORANGE, INC.
CSW MULBERRY, INC.
NOAH I POWER G.P., INC.
NOAH I POWER, L.P.
CSW ORANGE II, INC.
CSW MULBERRY II, INC.
CSW SWEENY GP I, INC.
CSW SWEENY GP II, INC.
CSW SWEENY LP I, INC.
CSW SWEENY LP II, INC.
TRENT WIND FARM LP
AEP WIND LP, LLC
AEP WIND GP, LLC
CSW VALE LLC
HPL GP LLC
AEP DESERT SKY GP, LLC
AEPR OHIO LLC
AEP WIND LP II, LLC
AEP DESERT SKY LP II, LLC
AEP COAL MARKETING LLC
AEP WIND HOLDING COMPANY, LLC
GOLDEN PRAIRIE HOLDING COMPANY LLC
GOLDEN PRAIRIE WIND FARM LLC
By: /s/ Wendy S. Hargus
Assistant Treasurer of all
the above-listed companies.
Dated: September 11, 2003
EXHIBIT E
September 11, 2003
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: American Electric Power Company, Inc.
Application-Declaration on Form U-1
File No. 70
Dear Sirs:
I am an attorney employed by American Electric Power Service
Corporation, a subsidiary of American Electric Power, Inc. ("AEP") and have
acted as counsel for American Electric Power Company, Inc. and its subsidiaries
(the "Subsidiaries") in connection with the filing of the
Application-Declaration on Form U-1 (the "Application"), filed under the Public
Utility Holding Company Act of 1935, as amended (the "Act"), by AEP a registered
holding company, and its Subsidiaries. In the application, AEP and the
Subsidiaries request authority under the Act to engage in various financing and
related transactions (the "Proposed Transactions") through March 31, 2006.
I have examined originals, or copies certified to my satisfaction, of
such corporate records of AEP and the Subsidiaries, certificates of public
officials, certificates of officers and representatives of AEP and the
Subsidiaries and other documents as I have deemed necessary to require as a
basis for the opinions hereafter expressed. In such examination, I have assumed
the genuineness of all signatures and the authenticity of all documents
submitted to me as originals and the conformity with the originals of all
documents submitted to us as copies. As to various questions of fact material to
such opinions I have, when relevant facts were not independently established,
relied upon certificates by officers of AEP and other appropriate persons and
statements contained in the Application.
Based upon the foregoing, and having regard to legal considerations
which I deem relevant, I am of the opinion that, in the event that the Proposed
Transactions are consummated in accordance with the Application, and subject to
the assumptions and conditions set forth below:
1. AEP and each of the Subsidiaries are or will be validly organized and duly
existing under the laws of their states of incorporation.
2. All state laws applicable to the Proposed Transactions as described in the
Application (other than so-called "blue-sky" or state securities laws as to
which I express no opinion) will have been complied with.
3. Any debt securities and any guarantees issued as contemplated in the
Application will be valid and binding obligations of AEP or the respective
Subsidiary in accordance with their terms, subject, as to enforcement, to
bankruptcy, insolvency, reorganization, moratorium or other similar laws of
general applicability relating to or affecting the enforcement of
creditors' rights generally and to the effects of general principles of
equity (regardless of whether enforceability is considered in a proceeding
in equity or at law), including without limitation (a) the possible
unavailability of specific performance, injunctive relief or any other
equitable remedies and (b) concepts of materiality, reasonableness, good
faith and fair dealing.
4. Any shares of common stock or preferred stock issued or sold by the
Subsidiaries as contemplated in the Application will be validly issued,
fully paid, and non-assessable and the holders thereof will be entitled to
the rights and privileges appertaining thereto set forth in the charter or
other documents defining such rights and privileges.
5. The consummation by AEP and the Subsidiaries of the Proposed Transactions
will not violate the legal rights of the holders of any securities issued
by AEP or the Subsidiaries or any "associate" company, as such term is
defined in the Act, of AEP or the Subsidiaries.
The opinions expressed above in respect of the Proposed Transactions
described in the Application are subject to the following assumptions or
conditions:
a. The Proposed Transactions shall have been duly authorized and approved
to the extent required by state law by the Boards of Directors of AEP
and the Subsidiaries.
b. The Securities and Exchange Commission shall have duly entered an
appropriate order or orders granting and permitting the Application to
become effective.
c. The Proposed Transactions shall be consummated in accordance with any
required approvals, authorizations, consents, certificates and orders
of any state commission or regulatory authority and all such required
approvals, authorizations, consents, certificates and orders shall
have been obtained and remain in effect.
I hereby consent to the use of this opinion as an exhibit to the
Application.
Very truly yours,
Ann B. Graf
Counsel to American Electric Power
Company, Inc. and its Subsidiaries
Exhibit F
UNITED STATES OF AMERICA
before the
SECURITIES AND EXCHANGE COMMISSION
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Release No._____________ /September ___, 2003
In the Matter of
AMERICAN ELECTRIC POWER COMPANY, INC., et al.
1 Riverside Plaza
Columbus, OH 43215
(70- )
NOTICE IS HEREBY GIVEN that American Electric Power Company, Inc., a New York
corporation ("AEP") and Central and South West Corporation, a Delaware
corporation ("CSW"), both registered holding companies under the Public Utility
Holding Company Act of 1935, as amended (the "Act") and the direct and indirect
subsidiaries of AEP ("Subsidiaries"), including the following public utility
subsidiaries: AEP Generating Company ("Generating"), Appalachian Power Company
("Appalachian"), AEP Texas Central Company ("TCC"), AEP Texas North Company
("TNC"), Columbus Southern Power Company ("Columbus"), Indiana Michigan Power
Company ("Indiana"), Kentucky Power Company ("Kentucky"), Kingsport Power
Company ("Kingsport"), Ohio Power Company ("Ohio"), Public Service Company of
Oklahoma ("PSO"), Southwestern Electric Power Company ("SWEPCO"), and Wheeling
Power Company ("Wheeling") (collectively, "the Public Utility Subsidiaries")
have filed a Form U-1 Application or Declaration with this Commission pursuant
to Sections 6(a), 7, 9(a), 10 and 12 of the Act, and Rules 43, 45 and 46
thereunder for authorization for certain financial transactions described in the
Application through March 31, 2006 unless otherwise specified in the
Application.
It is stated that no other state commission, other than those whose approval has
been obtained, and no federal commission, other than this Commission, has
jurisdiction over the proposed transactions.
The Application or Declaration and any amendments thereto are available for
public inspection through the Commission's Office of Public Reference.
Interested persons wishing to comment or request a hearing should submit their
views in writing by October _____, 2003 to the Secretary, Securities and
Exchange Commission, Washington, D.C. 20549, and serve a copy on the applicant
or declarant at the address specified above. Proof of service (by affidavit or,
in case of any attorney at law, by certificate) should be filed with the
request. Any request for a hearing shall identify specifically the issues of
fact or law that are disputed. A person who so requests will be notified of any
hearing if ordered, and will receive a copy of any notice or Order issued in
this matter. After said date, the Application or Declaration, as filed or as it
may be amended, may be permitted to become effective.
For the Commission, by the Office of Public Utility Regulation, pursuant to
delegated authority.
Jonathan G. Katz
Secretary