CentralRegistration No. 333-_____
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Southwestern Electric Power Company
(Exact name of registrant as specified in its charter)
Delaware 72-0323455
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1 Riverside Plaza
Columbus, Ohio 43215
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (614) 223-1000
ARMANDO A. PENA, Treasurer
JEFFREY D. CROSS, Senior Vice President and South West Corporation
1616 Woodall Rodgers Freeway
P. O. Box 660164
Dallas, Texas 75202General Counsel
AMERICAN ELECTRIC POWER SERVICE CORPORATION
1 Riverside Plaza
Columbus, Ohio 43215
(614) 223-1580
(Name, address 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 Dewey Ballantine LLP
425 Lexington Avenue 1301 Avenue of the Americas
New York, NY 10017-3909 New York, NY 10019-6092
Attention: James M. Cotter Attention: E. N. Ellis, IV
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Approximate date of commencement of proposed sale to the public: As soon
as practicable after the effective date of the Registration Statement.
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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. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
[ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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Title of
Each Class Proposed Proposed
Of Maximum Maximum
Securities Amount Offering Aggregate
to be to be Price Offering Amount of
Registered Registered Per Unit* Price* Registration Fee
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Unsecured
Notes $150,000,000 100% $150,000,000 $13,800
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*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.
The within Prospectus contains the information required by Rule 429 of the
Commission under the Securities Act of 1933 with respect to $100,000,000 of Debt
Securities of the registrant remaining unsold under Registration Statement No.
333-96213, declared effective February 4, 2000, for which a fee of $26,400 was
paid.
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The information in this prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed with the
Securities and Exchange Commission 450 5th Street N.W.
Washington, D.C. 20549
Re: Southwesternis effective. This prospectus is not an offer
to sell these securities and is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED MAY __, 2002
PROSPECTUS
SOUTHWESTERN ELECTRIC POWER COMPANY
1 Riverside Plaza
Columbus, Ohio 43215
614-223-1000
$250,000,000
UNSECURED NOTES
TERMS OF SALE
The following terms may apply to the $250,000,000 unsecured notes (the
"notes") that we may sell at one or more times. A pricing supplement will
include the final terms for each note. If we decide to list upon issuance any
note or notes on a securities exchange, a pricing supplement will identify the
exchange and state when we expect trading could begin.
- Mature 9 months to 50 years - Fixed or floating interest rate -
Remarketing features - Certificate or book-entry form - Subject to
redemption
- Not convertible, amortized or subject to a sinking fund - Interest paid
on fixed rate notes quarterly or semi-annually - Interest paid on floating
rate notes monthly, quarterly, semi-annually, or annually - Issued in
multiples of a minimum denomination
INVESTING IN THESE NOTES INVOLVES RISKS. SEE THE SECTION ENTITLED
"RISK FACTORS" BEGINNING ON PAGE 2 FOR MORE INFORMATION.
The notes have not been approved or disapproved by the Securities and Exchange
Commission ("SEC") or any state securities commission, nor have these
organizations determined that this prospectus is accurate or complete. Any
representation to the contrary is a criminal offense.
The date of this prospectus is ____________, 2002.
THE COMPANY
We generate, sell, purchase, transmit and distribute electric power. We
serve approximately 431,000 retail customers in northeastern Texas, northwestern
Louisiana and western Arkansas. We also sell and transmit power at wholesale to
other electric utilities, municipalities, electric cooperatives and non-utility
entities engaged in the wholesale power market. Our principal executive offices
are located at 1 Riverside Plaza, Columbus, Ohio 43215 (telephone number
614-223-1000). We are a subsidiary of American Electric Power Company, Inc., a
public utility holding company, and we are a part of the American Electric Power
integrated utility system. The executive offices of American Electric Power
Company, Inc. are located at 1 Riverside Plaza, Columbus, Ohio 43215 (telephone
number 614-223-1000).
RISK FACTORS
RISKS RELATED TO OUR REGULATED
BUSINESS AND EVOLVING REGULATION
o Our rates are subject to regulation by three states and a federal agency
whose regulatory paradigms and goals may not be consistent.
We operate in, and are subject to the laws and regulations of, the states
of Texas, Louisiana and Arkansas. We are currently a vertically integrated
electric utility and most of our revenue results from the sale of electricity to
retail customers subject to bundled rates that are approved by the applicable
state utility commission and, to a certain extent, the Federal Energy Regulatory
Commission (the "FERC"). Texas has enacted electric utility restructuring
legislation ("Texas Restructuring Legislation") that requires the legal
separation and deregulation of generation assets from transmission and
distribution assets that will remain regulated. The implementation of such
legislation has been delayed in the portion of Texas in which we operate.
Arkansas approved an electric restructuring law which established the general
framework governing the retail electric market, but has delayed competition
until October 1, 2003. The Arkansas Public Service Commission ("Arkansas
Commission") has recommended the further delay or repeal of the electric
restructuring law. Louisiana has not enacted an electric restructuring law and
has not announced any plans to do so.
FERC has pursued several regulatory initiatives, such as the formation and
operation of new regional transmission organizations, or "RTOs", which have been
designed to generally facilitate competition in the energy sector. States such
as Louisiana have questioned both the FERC's jurisdiction to pursue such
initiatives and their benefit, if any, to the ratepayers in their state. Our
state commissions generally have authority over the sale or other transfer of
control, of transmission assets to an RTO.
Exposure to inconsistent state and Federal regulatory standards may limit
our ability to operate profitably. Further alteration of the regulatory
landscape in which we operate may harm our financial condition and results of
operations.
o We are subject to the risk that our regulators will not permit recovery of
material amounts of our fuel costs.
Our retail rates currently in effect in Louisiana are adjusted based on
our cost of fuel in accordance with a fuel cost adjustment. The fuel cost
adjustment is applied to each billing month based on the second previous month's
average fuel cost. Provision for any over- or under-recovery of fuel costs is
allowed under an automatic fuel clause.
In Arkansas, a fuel adjustment rider is developed annually based on the
previous year's actual fuel cost. This factor is then applied to each billing
month's sales, allowing us to recover fuel costs from customers. Any difference
between actual fuel cost for the month and revenues collected from customers,
including interest, will be used in the determination of the annual factor for
the following year.
The Louisiana Public Service Commission ("Louisiana Commission") and the
Arkansas Commission may audit our fuel costs to determine the reasonableness of
the actual fuel costs. To the extent these commissions do not permit us to
recover fuel costs under the procedures described above, our net income could be
materially reduced.
We experienced significant natural gas price increases in the second half
of 2000 and early 2001 which resulted in under-recovery of fuel costs in Texas
and the need to seek increases in fuel rates and surcharges there to recover
these under-recoveries. During 2001, gas price declines and fuel rate and fuel
surcharge increases approved by the Public Utility Commission of Texas (PUCT)
lowered our unrecovered fuel balances at the end of 2001.
Fuel recovery for Texas utilities is a multi-step procedure. When fuel
costs change, utilities file with the PUCT for authority to adjust fuel factors.
If a utility's prior fuel factors result in an over- or under-recovery of fuel,
the utility will also request a surcharge factor to refund or collect that
amount. While fuel factors are intended to recover all fuel-related costs, final
settlement of these accounts are subject to reconciliation and approval by the
PUCT. Fuel reconciliation proceedings determine whether fuel costs incurred and
collected during the reconciliation period were reasonable and necessary. All
fuel costs incurred since the prior reconciliation date are subject to PUCT
review and approval. If material amounts are determined to be unreasonable and
ordered to be refunded to customers, results of operations and cash flows would
be diminished. As of December 31, 2001, the amount of fuel cost we have incurred
that is subject to reconciliation is $314 million; the amount that we have
under-recovered as of that date is $7 million. If PUCT does not reconcile and
permit recovery for these costs for any reason, our revenue and income would
suffer in a corresponding amount. Fuel cost recovery as described above will end
upon implementation of Texas Restructuring Legislation in our service area.
o The implementation of electric utility restructuring legislation in
Arkansas and Texas may limit our ability to pass on to our customers our
costs of production in those jurisdictions.
Arkansas
If and when Arkansas implements the electric restructuring law, the costs
that we incur to generate and sell electricity in Arkansas may not be eligible
for recovery through rates. While the electric restructuring law in Arkansas
established the general framework governing the retail electric market, the
Arkansas Commission has been charged with the task of addressing market power
issues, which have not yet been resolved. There can be no assurance that we will
be able to generate and sell electricity profitably in Arkansas following
implementation.
Texas
While customer choice of electricity supplier began in much of Texas on
January 1, 2002, it has been delayed in our service area. Pursuant to
restructuring, delivery of electricity continues to be the responsibility of the
local electric transmission and distribution company at regulated prices. Once
customer choice is implemented, the protection afforded by retail fuel clause
recovery mechanisms will likely be eliminated. In view of the fact that higher
fuel prices and generating unit outage can only be partially passed through, and
then only with regulatory approval, we would bear the costs associated with
those events. At present, however, we are protected against market price changes
by an active fuel clause.
o The different regional power markets in which we compete or will compete
in the future have changing transmission regulatory structures, which
could affect our performance in these regions.
Our results are likely to be affected by differences in the market and
transmission regulatory structures in various regional power markets. Problems
or delays that may arise in the formation and operation of RTOs may restrict our
ability to sell power produced by our generating capacity to certain markets if
there is insufficient transmission capacity otherwise available. The rules
governing the various regional power markets may also change from time to time,
which could affect our costs or revenues. Because it remains unclear which
companies will be participating in the various regional power markets, or how
RTOs will develop or what regions they will cover, we are unable to assess fully
the impact that these power markets may have on our business.
We are currently a member of the Southwest Power Pool ("SPP"). The SPP has
agreed to merge with the Midwest Independent Transmission System Operator
("MISO"), an independent operator of transmission assets in the Midwest. We
provided notice that we will withdraw from the SPP effective October 31, 2002.
This action was taken to provide us additional flexibility in deciding which RTO
we will ultimately join. Final decisions on this issue have not been made.
The Louisiana Commission is concerned about the effect on retail
ratepayers of utilities in Louisiana joining RTOs. The Commission has ordered
all utilities in Louisiana, including us, to perform and submit to the
Commission the costs and benefits of RTO options available to the utilities. The
Commission has also determined that certain RTO structures that contemplate
legally transferring transmission assets to it are presumptively not in the
public interest. To the extent we are faced with conflicting state and Federal
requirements as to our participation in RTOs, it could adversely affect our
ability to operate and recover transmission costs from retail customers.
Management is unable to predict the outcome of these transmission
regulatory actions and proceedings or their impact on the timing and operation
of RTOs, our transmission operations or future results of operations and cash
flows.
o AEP's merger with CSW may ultimately be found to violate the Public
Utility Holding Company Act of 1935 ("PUHCA").
AEP acquired CSW in a merger completed on June 15, 2000. As a result of
the merger AEP acquired four additional domestic electric utility companies,
including us. On January 18, 2002, the U.S. Court of Appeals for the District of
Columbia ruled that the SEC's June 14, 2000 order approving the merger failed to
properly find that the merger meets the requirements of PUHCA and sent the case
back to the SEC for further review. Specifically, the Court told the SEC to
revisit its conclusion that the merger met PUHCA's requirement that the electric
utilities be "physically interconnected" and confined to a "single area or
region."
We believe that the merger meets the requirements of PUHCA and expect the
matter to be resolved favorably. We intend to fully cooperate with the staff of
the SEC in supplementing the record, if necessary, to ensure the merger complies
with PUHCA. We can give no assurance, however, that: (i) the SEC or any
applicable court review will find that the merger complies with PUHCA, or (ii)
the SEC or any applicable court review will not impose material adverse
conditions on us in order to find that the merger complies with PUHCA. If the
merger were ultimately found to violate PUHCA, it may require AEP to take
remedial actions or divest assets, which may harm our results of operations or
financial condition.
RISKS RELATED TO OUR POWER TRADING
AND WHOLESALE BUSINESSES
o Our revenues and results of operations are subject to market risks that
are beyond our control.
We sell power from our generation facilities into the spot market or other
competitive power markets or on a contractual basis. We also enter into
contracts to purchase and sell electricity as part of our power marketing and
trading operations. With respect to such transactions, we are not guaranteed any
rate of return on our capital investments through regulated rates, and our
revenues and results of operations are likely to depend, in large part, upon
prevailing market prices for power in our regional markets and other competitive
markets. These market prices may fluctuate substantially over relatively short
periods of time. It is reasonable to expect that trading margins may erode as
markets mature and that there may be diminished opportunities for gain should
volatility decline. In addition, the FERC, which has jurisdiction over wholesale
power rates, as well as independent system operators that oversee some of these
markets, may impose price limitations, bidding rules and other mechanisms to
address some of the volatility in these markets. Fuel prices may also be
volatile, and the price we can obtain for power sales may not change at the same
rate as changes in fuel costs. These factors could reduce our margins and
therefore diminish our revenues and results of operations.
Volatility in market prices for fuel and power may result from:
- weather conditions;
- seasonality;
- power usage;
- illiquid markets;
- transmission or transportation constraints or inefficiencies; - availability
of competitively priced alternative energy sources; - demand for energy
commodities; - natural gas, crude oil and refined products, and coal production
levels;
- natural disasters, wars, embargoes and other catastrophic
events; and
- federal, state and foreign energy and environmental regulation
and legislation.
o Our power trading (including fuel procurement and power marketing) and
risk management policies cannot eliminate the risk associated with these
activities.
Our power trading (including fuel procurement and power marketing)
activities expose us to risks of commodity price movements. We attempt to manage
our exposure through enforcement of established risk limits and risk management
procedures. These risk limits and risk management procedures may not always be
followed or may not work as planned and cannot eliminate the risks associated
with these activities. As a result, we cannot predict the impact that our power
trading and risk management decisions may have on our business, operating
results or financial position.
We routinely have open trading positions in the market, within established
guidelines, resulting from the management of our trading portfolio. To the
extent open trading positions exist, fluctuating commodity prices can improve or
diminish our financial results and financial position.
Our power trading and risk management activities, including our power
sales agreements with counterparties, rely on projections that depend heavily on
judgments and assumptions by management of factors such as the future market
prices and demand for power and other energy-related commodities. These factors
become more difficult to predict and the calculations become less reliable the
further into the future these estimates are made. Even when our policies and
procedures are followed and decisions are made based on these estimates, results
of operations may be diminished if the judgments and assumptions underlying
those calculations prove to be wrong or inaccurate.
o Parties with whom we have contracts may fail to perform their obligations,
which could harm our results of operations.
We are exposed to the risk that counterparties that owe us money or power
will breach their obligations. Should the counterparties to these arrangements
fail to perform, we may be forced to enter into alternative hedging arrangements
or honor underlying commitments at then-current market prices that may exceed
our contractual prices, which would cause our financial results to be diminished
and we might incur losses. Although our estimates take into account the expected
probability of default by a counterparty, our actual exposure to a default by a
counterparty may be greater than the estimates predict if defaults by
counterparties exceed our estimates.
o We rely on electric transmission facilities that we do not own or control.
If these facilities do not provide us with adequate transmission capacity,
we may not be able to deliver our wholesale electric power to the
purchasers of our power.
We depend on transmission facilities owned and operated by other
unaffiliated power companies to deliver the power we sell at wholesale. This
dependence exposes us to a variety of risks. If transmission is disrupted, or
transmission capacity is inadequate, we may not be able to sell and deliver our
wholesale power. If a region's power transmission infrastructure is inadequate,
our recovery of wholesale costs and profits may be limited. If restrictive
transmission price regulation is imposed, the transmission companies may not
have sufficient incentive to invest in expansion of transmission infrastructure.
The FERC has issued electric transmission initiatives that require
electric transmission services to be offered unbundled from commodity sales.
Although these initiatives are designed to encourage wholesale market
transactions for electricity, access to transmission systems may in fact not be
available if transmission capacity is insufficient because of physical
constraints or because it is contractually unavailable. We also cannot predict
whether transmission facilities will be expanded in specific markets to
accommodate competitive access to those markets.
o We do not fully hedge against price changes in commodities.
As part of our power marketing and trading operations, we routinely enter
into contracts to purchase and sell electricity and to procure fuel. In
connection with these trading activities, we routinely enter into financial
contracts, including futures and options, over-the counter options, swaps and
other derivative contracts. These activities expose us to risks from price
movements. If the values of the financial contracts change in a manner we do not
anticipate, it could harm our financial position or reduce the financial
contribution of our trading operations.
We manage our exposure by establishing risk limits and entering into
contracts to offset some of our positions (i.e., to hedge our exposure to
demand, market effects of weather and other changes in commodity prices).
However, we do not always hedge the entire exposure of our operations from
commodity price volatility. To the extent we do not hedge against commodity
price volatility, our results of operations and financial position may be
improved or diminished based upon our success in the market.
RISKS RELATED TO MARKET OR ECONOMIC VOLATILITY
o We are subject to risks associated with a changing economic environment.
In response to the occurrence of several recent events, including the
September 11, 2001 terrorist attack on the United States, the ongoing war
against terrorism by the United States, and the bankruptcy of Enron Corp., the
financial markets have been disrupted in general, and the availability and cost
of capital for our business and that of our competitors has been at least
temporarily harmed. In addition, following the bankruptcy of Enron Corp., the
credit ratings agencies initiated a thorough review of the capital structure and
earnings power of energy companies, including us. These events could constrain
the capital available to our industry and could limit our access to funding for
our operations. Our business is capital intensive, and we are dependent upon our
ability to access capital at rates and on terms we determine to be attractive.
If our ability to access capital becomes significantly constrained, our interest
costs will likely increase and our financial condition could be harmed and
future results of operations could be significantly diminished.
The insurance industry has also been disrupted by these events. As a
result, the availability of insurance covering risks we and our competitors
typically insure against may decrease. In addition, the insurance we are able to
obtain may have higher deductibles, higher premiums and more restrictive policy
terms.
o A downgrade in our credit rating could negatively affect our ability to
access capital and/or to operate our power trading businesses.
Standard & Poor's and Moody's rate our senior, unsecured debt at BBB+ and
A2, respectively. If Moody's or Standard & Poor's were to downgrade our
long-term rating, particularly below investment grade, our borrowing costs would
increase, which would diminish our financial results. In addition, we would
likely be required to pay a higher interest rate in future financings, and our
potential pool of investors and funding sources could decrease. Further, if
AEP's short-term rating were to fall below P-2 or A-2, the current ratings
assigned by Standard & Poor's and Moody's, respectively, it would significantly
limit its access to the commercial paper market and would increase our
short-term borrowing costs because we conduct our short-term borrowing through
AEP, and on the same terms available to AEP.
Our power trading business relies on the investment grade ratings of our
senior, unsecured debt. Most of our counterparties require the creditworthiness
of an investment grade entity to stand behind transactions. If our rating were
to decline below investment grade, our ability to profitably operate our power
trading business would be diminished because we would likely have to deposit
cash or cash related instruments, which would reduce our profits.
o Our operating results may fluctuate on a seasonal and quarterly basis.
Electric power generation is generally a seasonal business. In many parts
of the country, demand for power peaks during the hot summer months, with market
prices also peaking at that time. In other areas, power demand peaks during the
winter. As a result, our overall operating results in the future may fluctuate
substantially on a seasonal basis. The pattern of this fluctuation may change
depending on the terms of power sale contracts we enter into. In addition, we
have historically sold less power, and consequently earned less income, when
weather conditions are milder. We expect that unusually mild weather in the
future could diminish our results of operations and harm our financial
condition.
o Changes in technology may significantly affect our business by making our
power plants less competitive.
A key element of our business model is that generating power at central
power plants achieves economies of scale and produces power at relatively low
cost. There are other technologies that produce power, most notably fuel cells,
microturbines, windmills and photovoltaic (solar) cells. It is possible that
advances in technology will reduce the cost of alternative methods of producing
power to a level that is competitive with that of most central power station
electric production. If this were to happen and if these technologies achieved
economies of scale, our market share could be eroded, and the value of our power
plants could be reduced. Changes in technology could also alter the channels
through which retail electric customers buy power, thereby harming our financial
results.
o Changes in commodity prices may increase our cost of producing power or
decrease the amount we receive from selling power, harming our financial
performance.
We are exposed to changes in the price and availability of coal and
natural gas because a significant portion of our generating capacity is
coal-fired with the remainder using natural gas as fuel. We have contracts of
varying durations for the supply of fuel for most of our existing generation
capacity, but as these contracts end, we may not be able to purchase fuel on
terms as favorable as the current contracts. Our exposure to such changes in
fuel costs is mitigated in part by our ability to recover fuel costs from
regulated customers pursuant to state and Federal fuel recovery provisions.
Changes in the cost of fuel and changes in the relationship between such
cost and the market price of power will affect our financial results. Since the
price we obtain for power may not change at the same rate as the change in fuel
costs, we may be unable to pass on the changes in costs to our customers in the
future.
Actual power prices and fuel costs will differ from those assumed in
financial projections used to initially value our trading and marketing
transactions, and those differences may be material. As a result, our financial
results may be diminished in the future as those transactions are marked to
market.
o Demand for power could exceed our supply capacity.
We are currently obligated to supply power to our regulated retail and
wholesale customers. At peak times, the demand for power required to meet this
obligation will exceed our available generation capacity. Until recently, we
have had little need to purchase power in the market for our retail customers.
If current consumption trends continue in the future, we may be required to buy
more power on the market or build additional generation. Either the market or
regulators (through rate recovery) may not permit us to pass all of these
purchase or construction costs on to our customers. To the extent regulators do
not permit timely recovery of the base rate portion of these costs, we have
exposure to regulatory lag associated with the time between the incurrence of
costs of purchased or constructed capacity and their recovery in customers'
rates.
RISKS RELATED TO ENVIRONMENTAL REGULATION
o Our costs of compliance with environmental laws are significant, and the
cost of compliance with future environmental laws could harm our cash flow
and profitability.
Our operations are subject to extensive federal, state and local
environmental statutes, rules and regulations relating to air quality, water
quality, waste management, natural resources and health and safety. Compliance
with these legal requirements requires us to commit significant capital toward
environmental monitoring, installation of pollution control equipment, emission
fees and permits at all of our facilities. These expenditures have been
significant in the past and we expect that they will increase in the future.
Costs of compliance with environmental regulations could harm our industry, our
business and our results of operations and financial position, especially if
emission and/or discharge limits are tightened, more extensive permitting
requirements are imposed, additional substances become regulated and the number
and types of assets we operate increase.
o Governmental authorities may assess penalties on us for failures to comply
with environmental laws and regulations.
If we fail to comply with environmental laws and regulations, even if
caused by factors beyond our control, that failure may result in the assessment
of civil or criminal penalties and fines against us. Recent lawsuits by the EPA
and various states filed against certain of our affiliate utility companies
highlight the environmental risks faced by generating facilities, in general,
and coal-fired generating facilities, in particular.
PROSPECTUS SUPPLEMENTS
We may provide information to you about the notes in up to three separate
documents that progressively provide more detail: (a) this prospectus provides
general information some of which may not apply to your notes, (b) the
accompanying prospectus supplement provides more specific terms of your notes,
and (c) if not in the accompanying prospectus supplement, the pricing supplement
will provide the final terms of your notes. It is important for you to consider
the information contained in this prospectus, the prospectus supplement and any
pricing supplement in making your investment decision.
RATIO OF EARNINGS TO FIXED CHARGES
The Ratio of Earnings to Fixed Charges for each of the periods indicated
is as follows:
Twelve Months
Period Ended Ratio
December 31, 1997 3.46
December 31, 1998 3.52
December 31, 1999 2.95
December 31, 2000 2.56
December 31, 2001 3.20
For current information on the Ratio of Earnings to Fixed Charges, please
see our most recent Form 10-K. See Where You Can Find More Information.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of a registration statement we filed with the SEC.
We also file annual, quarterly and special reports and other information with
the SEC. You may read and copy any document we file at the SEC's Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call
the SEC at 1-800-SEC-0330 for further information on the Public Reference Room.
You may also examine our SEC filings through the SEC's web site at
http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information that we file
with the SEC will automatically update and supersede this information. We
incorporate by reference the document listed below and any future filings made
with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 until we sell all the notes.
Annual Report on Form 10-K for the year ended December 31, 2001.
You may request a copy of these filings, at no cost, by writing or telephoning
us at the following address:
Mr. G. C. Dean
American Electric Power Service Corporation
1 Riverside Plaza
Columbus, Ohio 43215
614-223-1000
You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement. We have not authorized anyone
else to provide you with different information. We are not making an offer of
these notes in any state where the offer is not permitted. You should not assume
that the information in this prospectus or any supplement is accurate as of any
date other than the date on the front of those documents.
USE OF PROCEEDS
Unless otherwise stated in a prospectus supplement, the net proceeds from
the sale of the notes will be used for general corporate purposes relating to
our utility business. These purposes include redeeming or repurchasing
outstanding debt or preferred stock and replenishing working capital. If we do
not use the net proceeds immediately, we temporarily invest them in short-term,
interest-bearing obligations. We estimate that our construction costs in 2002
will approximate $111,900,000. At April 30, 2002, our outstanding short-term
debt was $291,909,000.
DESCRIPTION OF THE NOTES
General
We will issue the notes under the Indenture dated February 25, 2000 (as
previously supplemented and amended) between us and the Trustee, The Bank of New
York. This prospectus briefly outlines some provisions of the Indenture. If you
would like more information on these provisions, you should review the Indenture
and any supplemental indentures that we have filed or will file with the SEC.
See Where You Can Find More Information on how to locate these documents. You
may also review these documents at the Trustee's offices at 5 Penn Plaza, New
York, New York.
The Indenture does not limit the amount of notes that may be issued. The
Indenture permits us to issue notes in one or more series or tranches upon the
approval of our board of directors and as described in any supplemental
indentures. Each series of notes may differ as to their terms.
The notes are unsecured and will rank equally with all our unsecured
unsubordinated debt. Substantially all of our fixed properties and franchises
are subject to the lien of our first mortgage bonds issued under and secured by
a Mortgage and Deed of Trust, dated as of February 1, 1940 (as previously
supplemented and amended) between us and The Bank of New York, as trustee. For
current information on our debt outstanding see our most recent Form 10-K. See
Where You Can Find More Information.
The notes will be denominated in U.S. dollars and we will pay principal
and interest in U.S. dollars. Unless an applicable pricing or prospectus
supplement states otherwise, the notes will not be subject to any conversion,
amortization, or sinking fund. We expect that the notes will be "book-entry,"
represented by a permanent global note registered in the name of The Depository
Trust Company, or its nominee. We reserve the right, however, to issue note
certificates registered in the name of the noteholders.
In the discussion that follows, whenever we talk about paying principal on
the notes, we mean at maturity or redemption. Also, in discussing the time for
notices and how the different interest rates are calculated, all times are New
York City time and all references to New York mean the City of New York, unless
otherwise noted.
The following terms may apply to each note as specified in the applicable
pricing or prospectus supplement and the note.
Redemptions
If we issue redeemable notes, we may redeem such notes at our option
unless an applicable pricing or prospectus supplement states otherwise. The
pricing or prospectus supplement will state the terms of redemption. We may
redeem notes in whole or in part by delivering written notice to the noteholders
no more than 60, and not less than 30, days prior to redemption. If we do not
redeem all the notes of a series at one time, the Trustee selects the notes to
be redeemed in a manner it determines to be fair.
Remarketed Notes
If we issue notes with remarketing features, an applicable pricing or
prospectus supplement will describe the terms for the notes including: interest
rate, remarketing provisions, our right to redeem notes, the holders' right to
tender notes, and any other provisions.
Book-Entry Notes - Registration, Transfer, and Payment of Interest
and Principal
Unless otherwise stated in a prospectus supplement, book-entry notes of a
series will be issued in the form of a global note that the Trustee will deposit
with The Depository Trust Company, New York, New York ("DTC"). This means that
we will not issue note certificates to each holder. One or more global notes
will be issued to DTC who will keep a computerized record of its participants
(for example, your broker) whose clients have purchased the notes. The
participant will then keep a record of its clients who purchased the notes.
Unless it is exchanged in whole or in part for a note certificate, a global note
may not be transferred; except that DTC, its nominees, and their successors may
transfer a global note as a whole to one another.
Beneficial interests in global notes will be shown on, and transfers of
global notes will be made only through, records maintained by DTC and its
participants.
DTC has provided us the following information: DTC is a limited-purpose
trust company organized under the New York Banking Law, a "banking organization"
within the meaning of the New York Banking Law, a member of the United States
Federal Reserve System, a "clearing corporation" within the meaning of the New
York Uniform Commercial Code and a "clearing agency" registered under the
provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds
securities that its participants ("Direct Participants") deposit with DTC. DTC
also records the settlement among Direct Participants of securities
transactions, such as transfers and pledges, in deposited securities through
computerized records for Direct Participants' accounts. This eliminates the need
to exchange note certificates. Direct Participants include securities brokers
and dealers, banks, trust companies, clearing corporations and certain other
organizations.
Other organizations such as securities brokers and dealers, banks and
trust companies that work through a Direct Participant also use DTC's book-entry
system. The rules that apply to DTC and its participants are on file with the
SEC.
A number of its Direct Participants and the New York Stock
Exchange, Inc., The American Stock Exchange, Inc. and the National
Association of Securities Dealers, Inc. own DTC.
We will wire principal and interest payments to DTC's nominee. We and the
Trustee will treat DTC's nominee as the owner of the global notes for all
purposes. Accordingly, we, the Trustee and any paying agent will have no direct
responsibility or liability to pay amounts due on the global notes to owners of
beneficial interests in the global notes.
It is DTC's current practice, upon receipt of any payment of principal or
interest, to credit Direct Participants' accounts on the payment date according
to their respective holdings of beneficial interests in the global notes as
shown on DTC's records. In addition, it is DTC's current practice to assign any
consenting or voting rights to Direct Participants whose accounts are credited
with notes on a record date. The customary practices between the participants
and owners of beneficial interests will govern payments by participants to
owners of beneficial interests in the global notes and voting by participants,
as is the case with notes held for the account of customers registered in
"street name." However, payments will be the responsibility of the participants
and not of DTC, the Trustee or us.
According to DTC, the foregoing information with respect to DTC has been
provided to the Direct Participants and other members of the financial community
for informational purposes only and is not intended to serve as a
representation, warranty or contract modification of any kind.
Notes represented by a global note will be exchangeable for note
certificates with the same terms in authorized denominations only if:
- DTC notifies us that it is unwilling or unable to continue as depositary
or if DTC ceases to be a clearing agency registered under applicable law
and a successor depositary is not appointed by us within 90 days; or
- we determine not to require all of the notes of a series to be
represented by a global note and notify the Trustee of our
decision.
Note Certificates-Registration, Transfer, and Payment of Interest
and Principal
If we issue note certificates, they will be registered in the name of the
noteholder. The notes may be transferred or exchanged, pursuant to
administrative procedures in the indenture, without the payment of any service
charge (other than any tax or other governmental charge) by contacting the
paying agent. Payments on note certificates will be made by check.
Interest Rate
The interest rate on the notes will either be fixed or floating. The
interest paid will include interest accrued to, but excluding, the date of
maturity or redemption. Interest is generally payable to the person in whose
name the note is registered at the close of business on the record date before
each interest payment date. Interest payable at maturity or redemption, however,
will be payable to the person to whom principal is payable.
If we issue a note after a record date but on or prior to the related
interest payment date, we will pay the first interest payment on the interest
payment date after the next record date. We will pay interest payments by check
or wire transfer, at our option.
Fixed Rate Notes
A pricing or prospectus supplement will designate the record dates,
payment dates and the fixed rate of interest payable on a note. We will pay
interest quarterly or semi-annually, and upon maturity or redemption. Unless an
applicable pricing or prospectus supplement states otherwise, if any payment
date falls on a day that is not a business day, we will pay interest on the next
business day and no additional interest will be paid. Interest payments will be
the amount of interest accrued to, but excluding, each payment date. Interest
will be computed using a 360-day year of twelve 30-day months.
Floating Rate Notes
Each floating rate note will have an interest rate formula. The applicable
pricing supplement will state the initial interest rate or interest rate formula
on each note effective until the first interest reset date. The applicable
pricing or prospectus supplement will state the method and dates on which the
interest rate will be determined, reset and paid.
Events of Default
"Event of Default" means any of the following:
- failure to pay for the principal of (or premium, if any, on)
any note of a series for three days after payment is due;
- failure to pay any interest on any note of any series for 30
days after payment is due;
- failure to perform any other requirements in such notes, or in
the Indenture in regard to such notes, for 90 days after
notice;
- failure to pay any sinking fund installment for three days
after payment is due;
- certain events of bankruptcy or insolvency; or any other event of default
specified in a series of notes.
An Event of Default for a particular series of notes does not necessarily
mean that an Event of Default has occurred for any other series of notes issued
under the Indenture. If an Event of Default occurs and continues, the Trustee or
the holders of at least 33% of the principal amount of the notes of the series
affected may require us to repay the entire principal of the notes of such
series within ten days after the date of such notice ("Repayment Acceleration").
In most instances, the holders of at least a majority in aggregate principal
amount of the notes of the affected series may rescind a previously triggered
Repayment Acceleration if we have first cured our default by depositing with the
Trustee enough money to pay all (unaccelerated) past due amounts and penalties,
if any.
The Trustee must within 90 days after a default occurs, notify the holders
of the notes of the series of default unless such default has been cured or
waived. We are required to file an annual certificate with the Trustee, signed
by an officer, concerning any default by us under any provisions of the
Indenture.
Subject to the provisions of the Indenture relating to its duties in case
of default, the Trustee shall be under no obligation to exercise any of its
rights or powers under the Indenture at the request, order or direction of any
holders unless such holders offer the Trustee reasonable indemnity. Subject to
the provisions for indemnification, the holders of a majority in principal
amount of the notes of any series may direct the time, method and place of
conducting any proceedings for any remedy available to, or exercising any trust
or power conferred on, the Trustee with respect to such notes.
Modification of Indenture
Under the Indenture, our rights and obligations and the rights of the
holders of any notes may be changed. Any change affecting the rights of the
holders of any series of notes requires the consent of the holders of not less
than a majority in aggregate principal amount of the outstanding notes of all
series affected by the change, voting as one class. However, we cannot change
the terms of payment of principal or interest, or a reduction in the percentage
required for changes or a waiver of default, unless the holder consents. We may
issue additional series of notes and take other action that does not affect the
rights of holders of any series by executing supplemental indentures without the
consent of any noteholders.
Consolidation, Merger or Sale
We may merge or consolidate with any entity or sell substantially all of
our assets as an entirety as long as the successor or purchaser expressly
assumes the payment of principal, and premium, if any, and interest on the
notes.
Legal Defeasance
We will be discharged from our obligations on the notes of any series on
the 91st day after the date of the deposit referred to in the first item below
if:
- - we deposit with the Trustee sufficient cash or government securities to
pay (i) the principal, interest, any premium and any other sums due to the
stated maturity date or a redemption date of the note of the series and
(ii) any applicable mandatory sinking fund payments on the day such
payments are due;
- - we deliver to the Trustee an opinion of counsel to the effect that such
provision would not cause any outstanding notes then listed on a national
security exchange to be delisted; and
- - we deliver to the Trustee an opinion of counsel stating that the federal
income tax obligations of noteholders of that series will not change as a
result of our performing the action described above.
If this happens, the noteholders of the series will not be entitled to the
benefits of the Indenture except for registration of transfer and exchange of
notes and replacement of lost, stolen or mutilated notes.
Covenant Defeasance
We will be discharged from our obligations under certain restrictive
covenants applicable to the notes of a particular series if we perform all of
the actions described above. See Legal Defeasance. If this happens, any later
breach of that particular restrictive covenant will not result in Repayment
Acceleration. If we cause an Event of Default apart from breaching that
restrictive covenant, there may not be sufficient money or government
obligations on deposit with the Trustee to pay all amounts due on the notes of
that series. In that instance, we would remain liable for such amounts.
Governing Law
The Indenture and notes of all series will be governed by the laws of the
State of New York.
Concerning the Trustee
We and our affiliates use or will use some of the banking services of the
Trustee and other services of its affiliates in the normal course of business.
PLAN OF DISTRIBUTION
We may sell the notes (a) through agents; (b) through underwriters or
dealers; or (c) directly to one or more purchasers.
By Agents
Notes may be sold on a continuing basis through agents designated by us.
The agents will agree to use their reasonable efforts to solicit purchases for
the period of their appointment.
The Agents will not be obligated to make a market in the notes. We cannot
predict the amount of trading or liquidity of the notes.
By Underwriters
If underwriters are used in the sale, the underwriters will acquire the
notes for their own account. The underwriters may resell the notes 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 obligations of
the underwriters to purchase the notes will be subject to certain conditions.
The underwriters will be obligated to purchase all the notes of the series
offered if any of the notes are purchased. Any initial public offering price and
any discounts or concessions allowed or re-allowed or paid to dealers may be
changed from time to time.
Direct Sales
We may also sell notes directly. In this case, no underwriters or agents
would be involved.
General Information
Underwriters, dealers, and agents that participate in the distribution of
the notes may be underwriters as defined in the Securities Act of 1933 (the
"Act"), and any discounts or commissions received by them from us and any profit
on the resale of the notes by them may be treated as underwriting discounts and
commissions under the Act.
We may have agreements with the underwriters, dealers and agents to
indemnify them against certain civil liabilities, including liabilities under
the Act.
Underwriters, dealers and agents may engage in transactions with, or
perform services for, us or our affiliates in the ordinary course of their
businesses.
LEGAL OPINIONS
Our counsel, Simpson Thacher & Bartlett, New York, NY, and one of our
lawyers will each issue an opinion about the legality of the notes for us. Dewey
Ballantine LLP, New York, NY will issue an opinion for the agents or
underwriters. From time to time, Dewey Ballantine LLP acts as counsel to our
affiliates for some matters.
EXPERTS
The financial statements and the related financial statement schedule as
of December 31, 2001 and 2000 and for the years then ended incorporated by
reference in this prospectus have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports, which are incorporated by
reference herein, and have been so incorporated in reliance upon the reports of
such firm given upon their authority as experts in accounting and auditing.
The financial statements for the year ended December 31, 1999 incorporated
by reference in this prospectus have been audited by Arthur Andersen LLP,
independent auditors, as stated in their report, which is incorporated by
reference herein, and have been so incorporated in reliance upon the report of
such firm given upon their authority as experts in accounting and auditing.
Table of Contents
WHERE YOU CAN FIND MORE
INFORMATION .............. 2
THE COMPANY................... 2
PROSPECTUS SUPPLEMENTS........ 3
RATIO OF EARNINGS TO
FIXED CHARGES.............. 3
USE OF PROCEEDS .............. 3
DESCRIPTION OF THE NOTES ..... 3 $250,000,000 UNSECURED
General .................. 3 NOTES
Redemptions ............... 4
Remarketed Notes........... 4
Book-Entry Notes -
Registration,
Transfer, and Payment of
Interest and Principal .. 4 PROSPECTUS
Note Certificates -
Registration,
Transfer, and Payment of
Interest and Principal 6
Interest Rate ............. 6 The date of this
Fixed Rate Notes ....... 6 Prospectus is ________ __, 2002
Floating Rate Notes .... 6
Events of Default.......... 6
Modification of Indenture.. 7
Consolidation, Merger or
Sale.. 7
Legal Defeasance........... 7
Covenant Defeasance........ 8
Governing Law.............. 8
Concerning the Trustee..... 8
PLAN OF DISTRIBUTION.......... 8
By Agents.................. 8
By Underwriters............ 9
Direct Sales............... 9
General Information........ 9
LEGAL OPINIONS................ 9
EXPERTS....................... 9
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.*
Estimation based upon the issuance of all of the unsecured notes in
two issuances:
Securities and Exchange Commission Filing Fees...........$ 13,800
Printing Registration Statement, Prospectus, etc......... 60,000
Independent Auditors' fees............................... 70,000
Charges of Trustee (including counsel fees).............. 25,000
Legal fees............................................... 160,000
Rating Agency fees....................................... 165,000
Miscellaneous expenses................................... 45,000
--------
Total...............................................$ 538,800
==========
* Estimated, except for filing fees.
Item 15. Indemnification of Directors and Officers.
The Bylaws of the Company provide that the Company shall indemnify each
person who is, was or has agreed to become a director or officer of the Company,
or who has agreed to serve as a director, officer, employee or agent of the
Company (or any other person or entity) at the request of the Board of Directors
against all loss, liability and expenses to the fullest extent permitted by the
General Corporation Law of Delaware. Notwithstanding the foregoing, no person
shall be indemnified for amounts paid in settlement unless the terms and
conditions of such settlement have been consented to by the Company, and no
indemnification for employees or agents shall be made without the express
authorization of the Board of Directors.
Section 145 of the Delaware General Corporation Law provides that a
Delaware corporation may indemnify any persons, including officers and
directors, who are, or are threatened to be made, parties to any threatened,
pending or completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person was an officer or director
of such corporation, or is or was serving at the request of such corporation as
a director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided such officer or
director acted in good faith and in a manner he reasonably believed to be in or
not opposed to the corporation's best interests and, for criminal proceedings,
had no reasonable cause to believe that his conduct was illegal. A Delaware
corporation may indemnify officers and directors and in an action by or in the
right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses which
such officer or director actually and reasonably incurred. ......The above is a
general summary of certain provisions of the Company's Bylaws and the Delaware
General Corporation Law and is subject in all respects to the specific and
detailed provisions of the Company's Bylaws and the Delaware General Corporation
Law.
Reference is made to the Selling Agency Agreement and the Underwriting
Agreement filed as Exhibits 1(a) and 1(b) hereto, respectively, which provide
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 part of this Registration Statement.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of unsecured notes offered (if the total dollar value
of unsecured notes offered would not exceed that which was registered) and
any deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) of the Securities Act of 1933 if, in the
aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that (i) and (ii) do not apply if the registration
statement is on Form S-3, Registration Statement
LadiesForm S-8 or Form F-3, and Gentlemen:the information required to
be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) 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 unsecured notes offered, and the
offering thereof at that time shall be deemed to be the initial bona fide
offering thereof.
(5) 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 State of Delaware, 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 accordancethe 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 unsecured notes, 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.
(6) 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.
(7) 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, as amended (the "Act"), electronically transmitted herewith is a filing
consistingthe registrant
certifies that it has reasonable cause to believe that it meets all of the
above referencedrequirements for filing on Form S-3 Registration Statementand 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 8th day of May,
2002.
SOUTHWESTERN ELECTRIC POWER COMPANY
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 8, 2002
(ii) Principal Financial
Officer:
_/s/ Susan Tomasky_______
Susan Tomasky Vice President May 8, 2002
(iii) Principal Accounting
Officer:
_/s/ Joseph M. Buonaiuto_ Controller and Chief
Joseph M. Buonaiuto Accounting Officer May 8, 2002
(iv) A Majority of the
Directors:
E. Linn Draper, Jr.*
H. W. Fayne*
A. A. Pena*
Robert P. Powers*
Thomas V. Shockley, III*
Susan Tomasky
J. H. Vipperman* May 8, 2002
*By_/s/ Susan Tomasky_
(Susan Tomasky, 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 the Act.
A wire transfer in the amount of $66,000 has been sent to
Mellon Bank for credit17 C.F.R. Sections 201.24 and 230.411, are
incorporated herein by reference to the Securitiesdocuments indicated following the
descriptions of such exhibits.
Exhibit No. Description
* 1(a) Copy of proposed form of Selling Agency Agreement
for the unsecured notes.
* 1(b) Copy of proposed form of Underwriting Agreement
for the unsecured notes.
* 4(a) Copy of Indenture, dated as of February 25, 2000, between
the Company and Exchange Commission Account No.
910-8739 in paymentThe Bank of New York, as Trustee.
* 4(b) Copy of First Supplemental Indenture, dated February 25,
2000, establishing certain terms of the registration fee.
If you have any questions regarding this filing, please
contact Robert B. Williams, (212) 530-5516, at Milbank, Tweed, HadleyFloating Rate Notes, Due
2002.
* 4(c) Copy of proposed form of Second Supplemental
Indenture for the unsecured notes.
* 5 Opinion of Simpson Thacher & McCloy
LLP orBartlett with respect
to the undersigned at (214) 777-1205.
Best regards,
/s/STEPHEN D. WISE
Stephen D. Wise
cc: Robert B. Williams, Esq.unsecured notes.
12 Statement re Computations of Ratios [Annual Report
on Form 10-K of the Company for the year ended
December 31, 2001, File No. 1-3146, Exhibit 12].
*23(a) Consent of Deloitte & Touche LLP.
*23(b) Consent of Arthur Andersen LLP.
23(c) 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.
*25 Form T-1 re eligibility of The Bank of New York to
act as Trustee under the Indenture.