SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| Date of report (Date of earliest event reported) | May 11, 2017 |
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| APPALACHIAN POWER COMPANY |
(Exact Name of Registrant as Specified in Its Charter)
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| 1-3457 | Virginia | 54-0124790 |
| (Commission File Number) | (State or Other Jurisdiction of Incorporation) | (IRS Employer Identification No.) |
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| 1 Riverside Plaza, Columbus, OH | 43215 |
| (Address of Principal Executive Offices) | (Zip Code) |
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| [ ] | Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company |
| [ ] | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
Item 8.01. Other Events
On May 8, 2017, Appalachian Power Company (the “Company”) entered into an Underwriting Agreement with BNP Paribas Securities Corp., KeyBanc Capital Markets Inc. and Wells Fargo Securities, LLC (collectively, the “Underwriters”), relating to the offering and sale by the Company of $325,000,000 aggregate principal amount of 3.300% Senior Notes, Series X, due 2027 (the “Notes”).
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
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| 1(a) | Underwriting Agreement, dated May 8, 2017, between the Company and the Underwriters named in Exhibit 1 thereto, in connection with the sale of the Notes. |
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| 4(a) | Company Order and Officer’s Certificate, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, dated May 11, 2017, establishing the terms of the Notes. |
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| 4(b) | Form of the Note (included in Exhibit 4(a) hereto). |
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| 5(a) | Opinion of Thomas G. Berkemeyer regarding the legality of the Notes. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| | APPALACHIAN POWER COMPANY |
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| | By: /s/ Thomas G. Berkemeyer |
| | Name: Thomas G. Berkemeyer |
| | Title: Assistant Secretary |
May 11, 2017
EXHIBIT INDEX
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| Exhibit Number | Description |
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| | 1(a) | Underwriting Agreement, dated May 8, 2017, between the Company and the Underwriters, as representatives of the several underwriters named in Exhibit 1 thereto, in connection with the sale of the Notes. |
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| | 4(a) | Company Order and Officer’s Certificate, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, dated May 11, 2017, establishing the terms of the Notes. |
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| | 4(b) | Form of the Notes (included in Exhibit 4(a) hereto). |
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| | 5(a) | Opinion of Thomas G. Berkemeyer regarding the legality of the Notes. |
