Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Appalachian Power Company
(Exact name of registrant as specified in its charter)
Virginia 54-0124790
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
40 Franklin Road
Roanoke, Virginia 24011
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 703-985-2300
G. P. MALONEY, Executive Vice President
AMERICAN ELECTRIC POWER SERVICE CORPORATION
1 Riverside Plaza
Columbus, Ohio 43215
614-223-1000
(Name, address, including zip code,
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 Winthrop, Stimson, Putnam & Roberts
425 Lexington Avenue One Battery Park Plaza
New York, N.Y. 10017-3909 New York, N.Y. 10004-1490
Attention: James M. Cotter Attention: Donald L. Medlock
212-455-2000 212-858-1000
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of the
Registration Statement.
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. [ ]
CALCULATION OF REGISTRATION FEE
Title of Proposed
Each Class Maximum Proposed
of Offering Maximum
Securities Amount Price Aggregate Amount of
to be to be Per Offering Registration
Registered Registered Unit** Price** Fee
Cumulative
Preferred
Stock,
without par
value* 300,000* $100 $30,000,000 $10,345
*The Company may issue an equivalent dollar amount of shares of
Cumulative Preferred Stock with an involuntary liquidation amount
of $25 per share, as an alternative to issuing some or all of the
Cumulative Preferred Stock with an involuntary liquidation amount
of $100 per share. In any event the total involuntary
liquidation amount of shares to be issued pursuant to this
Registration State-ment will not exceed $30,000,000.
**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.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR
AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE
ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY
SALE OF THESE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
SUBJECT TO COMPLETION, DATED MAY 25, 1994
300,000 SHARES
APPALACHIAN POWER COMPANY
______% CUMULATIVE PREFERRED STOCK
(WITHOUT PAR VALUE)
The ______% Cumulative Preferred Stock, without par value,
of Appalachian Power Company offered hereby is not redeemable by
the Company except through operation of the sinking fund
provisions herein described. The new Preferred Stock is subject
to a mandatory cumulative sinking fund requiring the Company to
redeem 60,000 shares at $100 per share plus accrued and unpaid
dividends to the date of redemption on August 1 of each year
commencing with the year 2000. The Company has the non-
cumulative option to redeem up to 60,000 additional shares on
each such date at the same price. See "Description of the New
Preferred Stock -- Sinking Fund" herein.
The annual dividend rate for the new Preferred Stock shall
be ______% per share, per annum, which dividend shall be
calculated, per share, at such percentage multiplied by $100,
payable quarterly on the first days of February, May, August and
November in each year with respect to the quarterly period ending
on the day preceding each such respective payment date, and the
date from which dividends shall be cumulative on all new
Preferred Stock shall be the date of original issuance of the new
Preferred Stock. The initial quarterly dividend on the new
Preferred Stock (covering the period from the date of original
issuance to and including July 31, 1994) will be paid on August
1, 1994 to the persons in whose names the new Preferred Stock is
registered on such day as is fixed by the Board of Directors.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Price to Underwriting Proceeds to
Public(1) Commission(2) Company(3)
Per Share . . . $ $ $
Total . . . . . $ $ $
(1) Plus accrued dividends, if any, from the date of original
issue.
(2) The Company has agreed to indemnify the Underwriters against
certain liabilities, including certain liabilities under the
Securities Act of 1933. See "Underwriting" herein.
(3) Before deduction of expenses payable by the Company estimated
at $185,845.
The new Preferred Stock is offered severally by the
Underwriters, subject to prior sale, when, as and if issued to
and accepted by them, subject to approval of certain legal
matters by counsel for the Underwriters and certain other
conditions. The Underwriters reserve the right to withdraw,
cancel or modify such offer and to reject any order in whole or
in part. It is expected that delivery of the shares of new
Preferred Stock will be made in New York, New York, on or about
__________, 1994.
MERRILL LYNCH & CO. GOLDMAN, SACHS & CO.
The date of this Prospectus is __________, 1994.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-
ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE
MARKET PRICE OF THE NEW PREFERRED STOCK OFFERED HEREBY AT A LEVEL
ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH TRANSACTIONS MAY BE EFFECTED IN THE OPEN MARKET OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED
AT ANY TIME.
No dealer, salesperson or other person has been authorized
to give any information or to make any representation not
contained in this Prospectus in connection with the offer made by
this Prospectus, and, if given or made, such information or
representation must not be relied upon as having been authorized
by Appalachian Power Company (the "Company") or any underwriter,
agent or dealer. This Prospectus does not constitute an offer to
sell, or a solicitation of an offer to buy, by any underwriter,
agent or dealer in any jurisdiction in which it is unlawful for
such underwriter, agent or dealer to make such an offer or
solicitation. Neither the delivery of this Prospectus nor any
sale made hereunder shall create, under any circumstances, any
implication that there has been no change in the affairs of the
Company since the date hereof.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "1934 Act") and in
accordance therewith files reports and other information with the
Securities and Exchange Commission (the "SEC"). Such reports and
other information may be inspected and copied at the public
reference facilities maintained by the SEC at 450 Fifth Street,
N.W., Washington, D.C.; Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois; and 7 World Trade
Center, 13th Floor, New York, New York. Copies of such material
can be obtained from the Public Reference Section of the SEC, 450
Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates.
Certain of the Company's securities are listed on the New York
Stock Exchange, Inc. and on the Philadelphia Stock Exchange,
where reports, information statements and other information
concerning the Company can also be inspected.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Company with the SEC
are incorporated in this Prospectus by reference:
-- The Company's Annual Report on Form 10-K for the year
ended December 31, 1993; and
-- The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1994.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date
of this Prospectus and prior to the termination of the offering
made by this Prospectus shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the
date of filing of such documents.
Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other
subsequently filed document which is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person to
whom a copy of this Prospectus has been delivered, upon the
written or oral request of any such person, a copy of any or all
of the documents described above which have been incorporated by
reference in this Prospectus, other than exhibits to such
documents. Written requests for copies of such documents should
be addressed to Mr. G. C. Dean, American Electric Power Service
Corporation, 1 Riverside Plaza, Columbus, Ohio 43215 (telephone
number: 614-223-1000). The information relating to the Company
contained in this Prospectus does not purport to be comprehensive
and should be read together with the information contained in the
documents incorporated by reference.
THE COMPANY
The Company is engaged in the generation, purchase,
transmission and distribution of electric power to approximately
838,000 customers in Virginia and West Virginia, and in supplying
electric power at wholesale to other electric utility companies
and municipalities in those states and in Tennessee. Its
principal executive offices are located at 40 Franklin Road,
S.W., Roanoke, Virginia 24011 (telephone number: 703-985-2300).
The Company is a subsidiary of American Electric Power Company,
Inc. ("AEP") and is a part of the AEP integrated utility system
(the "AEP System"). The executive offices of AEP are located at
1 Riverside Plaza, Columbus, Ohio 43215 (telephone number: 614-
223-1000).
USE OF PROCEEDS
The Company proposes to use the proceeds from the sale of
the new Preferred Stock to fund its construction program, to
repay short-term indebtedness incurred to fund its construction
program or for other corporate purposes permitted by law. The
Company has estimated that its consolidated construction costs
(inclusive of allowance for funds used during construction)
during 1994 will be approximately $219,700,000. At April 29,
1994, the Company had approximately $60,725,000 of short-term
unsecured indebtedness outstanding.
RATIO OF EARNINGS TO FIXED CHARGES AND
PREFERRED STOCK DIVIDEND REQUIREMENTS COMBINED
Below is set forth the ratio of earnings to fixed charges
and preferred stock dividend requirements combined for each of
the years in the period 1989 through 1993 and for the twelve
months ended March 31, 1994.
12-Month
Period Ended Ratio
December 31, 1989 2.80
December 31, 1990 2.16
December 31, 1991 2.42
December 31, 1992 2.16
December 31, 1993 2.20
March 31, 1994 2.12
DESCRIPTION OF THE NEW PREFERRED STOCK
The ______% Cumulative Preferred Stock, without par value
(the "new Preferred Stock") will be issued as a new series of the
Cumulative Preferred Stock, without par value, of the Company
under the Restated Articles of Incorporation of the Company, as
amended (the "Amended Articles"). A copy of the proposed
Articles of Amendment with respect to the new Preferred Stock is
filed as an exhibit to the Registration Statement. References to
paragraphs are to numbered paragraphs of Article V of such
Amended Articles. The statements herein concerning the
Cumulative Preferred Stock (including the new Preferred Stock),
the Amended Articles, and the Articles of Amendment with respect
to the new Preferred Stock are merely an outline and do not
purport to be complete. They are qualified in their entirety by
express reference to the cited provisions and do not relate or
give effect to the provisions of statutory or common law.
The shares of the new Preferred Stock, when duly issued and
paid for, will be fully paid and nonassessable.
The Transfer Agent and Registrar for the new Preferred Stock
will be First Chicago Trust Company of New York, 14 Wall Street,
New York, New York 10005.
Dividend Rights and Restrictions
The holders of the new Preferred Stock are entitled to
receive cumulative preferential dividends, when and as declared
by the Board of Directors, out of funds legally available for the
payment of dividends, at the annual dividend rate set forth on
the cover page of this Prospectus, payable quarterly on February
1, May 1, August 1 and November 1 to stockholders of record on
such dates, not more than 50 and not less than 10 days preceding
such payment dates, as may be fixed by the Board of Directors.
(See Paragraph (2).) Dividends on the new Preferred Stock will
accrue from the date of original issue of the new Preferred
Stock, and the initial quarterly dividend payment date will be
August 1, 1994.
No dividends may be declared on any series of the Cumulative
Preferred Stock in respect of any quarter-yearly dividend period
unless proportionate dividends are likewise declared on all
shares of all other series of the Cumulative Preferred Stock to
the extent that such shares are entitled to receive dividends for
such quarter-yearly dividend period. Unless dividends (but not
sinking fund payments) on all outstanding shares of Cumulative
Preferred Stock have been paid for all past quarter-yearly
dividend periods, the Company may not declare or pay any
dividend, or make any distribution on, or purchase or otherwise
acquire, any shares of Common Stock. (See Paragraph (2).) If
dividends payable on the Cumulative Preferred Stock are in
default, no shares of Cumulative Preferred Stock may be purchased
or acquired by the Company (except by redemption of all
outstanding shares of Cumulative Preferred Stock) unless such
purchase or acquisition has been approved by the SEC or by a
successor regulatory authority. (See Paragraph (3).) So long as
any shares of Cumulative Preferred Stock are outstanding the
Company may not declare or pay any dividend on the Common Stock
if such dividend together with all other dividends on Common
Stock paid within the year ending on the date such dividend is
payable will exceed (a) 50% of the net income available for
dividends on Common Stock of the Company for the 12 full calendar
months immediately preceding the calendar month in which such
dividend is declared, if Common Stock Equity, as defined, is or
would become less than 20% of total capitalization, as defined,
or (b) 75% of said net income if Common Stock Equity is or would
become less than 25% but not less than 20% of total
capitalization. (See Paragraph (5).)
Various restrictions on the use of retained earnings for
cash dividends on Common Stock, and other purposes are contained
in or result from covenants in the Company's Mortgage and Deed of
Trust, dated as of December 1, 1940, as heretofore amended and
supplemented, relating to outstanding series of the Company's
first mortgage bonds, under which Bankers Trust Company, New
York, New York, is acting as Trustee (the "Mortgage"), its
debenture agreement, charter provisions and orders of regulatory
authorities. At March 31, 1994, the Company's consolidated
retained earnings amounted to $229,721,000, of which
approximately $37,000,000 were so restricted.
Redemption of the New Preferred Stock
The shares of the new Preferred Stock are not redeemable
except through the sinking fund. (See "Sinking Fund" herein.)
Sinking Fund
The new Preferred Stock is entitled to a cumulative sinking
fund requiring the Company, to the extent not prohibited by law,
to redeem 60,000 shares of the new Preferred Stock at $100 per
share plus accrued and unpaid dividends to the date of such
redemption on August 1 of each year commencing with the year
2000.
The Company has the non-cumulative option to redeem on any
sinking fund date, at a redemption price of $100 per share plus
accrued and unpaid dividends to the date of redemption, up to an
additional 60,000 shares of the new Preferred Stock, but no
redemption made pursuant to such option shall be deemed to
fulfill any sinking fund requirement. The Company is entitled,
at its election, to credit against any sinking fund requirement
due on any sinking fund date, shares of the new Preferred Stock
theretofore purchased or otherwise acquired by the Company (other
than pursuant to such option) and not previously credited against
any sinking fund requirement.
There is no restriction on the repurchase or redemption of
shares of Cumulative Preferred Stock of any series, including the
new Preferred Stock, by the Company while there is any arrearage
in sinking fund installments with respect to the new Preferred
Stock.
Voting Rights
Holders of the Cumulative Preferred Stock issued prior to
June 1, 1977 have one vote for each share of such stock, and
holders of the Common Stock have one vote for each share of such
stock, for the election of directors and upon all other matters;
except that if and when dividends payable on the Cumulative
Preferred Stock shall be in default in an amount equivalent to
four full quarter-yearly dividends on all shares of all series of
the Cumulative Preferred Stock then outstanding, and until all
dividends in default shall have been paid, the holders of all
shares of the Cumulative Preferred Stock, voting separately as
one class, shall be entitled to elect the smallest number of
directors necessary to constitute a majority of the Board of
Directors, and the holders of the Common Stock voting separately
as a class, shall be entitled to elect the remaining directors.
On any matter on which the holders of any series of the
Cumulative Preferred Stock shall be entitled to vote, each share
shall entitle the holder thereof to a vote equal to the fraction
of which the involuntary liquidation amount fixed for such share
is the numerator and $100 is the denominator. The special voting
rights of holders of the Cumulative Preferred Stock cease upon
payment of all dividends then in default. (See Paragraph (9).)
The favorable vote of holders of more than two-thirds of the
total voting power of the Cumulative Preferred Stock then
outstanding is required (a) to increase the total authorized
amount of the Cumulative Preferred Stock (see Paragraph
(7)(A)(a)), (b) to create or authorize any series of stock (other
than a series of the Cumulative Preferred Stock) ranking prior to
or on a parity with the Cumulative Preferred Stock as to assets
or dividends, or to create or authorize any obligation or
security convertible into shares of any such stock (see Paragraph
(7)(A)(b)), or (c) to amend, alter, change or repeal any of the
express terms of the Cumulative Preferred Stock or of any
outstanding series thereof in a manner prejudicial to the holders
thereof (see Paragraph (7)(A)(c)). Stock or securities
authorized under Paragraph (7)(A)(b) can only be issued under
such authorization within twelve months after the date of such
authorization. Under Paragraph (7)(A)(c), if less than all
series are prejudicially affected, only the consent of the
holders of two-thirds of the total number of votes which holders
of the shares of each series so affected are entitled to cast is
required.
The favorable vote of the holders of a majority of the total
voting power of the Cumulative Preferred Stock then outstanding
is required before the Company may (see Paragraph (7)(B)):
(a) merge or consolidate with or into any other
corporation or corporations, or sell or otherwise dispose of
all or substantially all of its assets, unless such action
has been approved by the SEC or by a successor regulatory
authority;
(b) issue or assume any evidences of indebtedness,
secured or unsecured, (other than (i) bonds issued under the
Company's Mortgage, (ii) bonds issued under a new mortgage
replacing the Mortgage, (iii) bonds issued under any other
new mortgage, provided the Mortgage shall have been
irrevocably closed against the authentication of additional
bonds thereunder, (iv) indebtedness secured by bonds of the
Company or by bonds issued under any such new mortgage, (v)
indebtedness secured by bonds issued under a mortgage
existing at the time of acquisition on property acquired by
the Company, provided such mortgage, or any mortgage
replacing it, is irrevocably closed against authentication
of additional bonds thereunder, or (vi) obligations to pay
the purchase price of materials or equipment made in the
ordinary course of the Company's business), for purposes
other than the refunding or renewing of evidences of
indebtedness previously issued or assumed by the Company
resulting in equal or longer maturities or redeeming or
otherwise retiring all outstanding shares of the Cumulative
Preferred Stock, if immediately after such issue or
assumption, (x) the total principal amount of all such
indebtedness (other than those referred to in (i) through
(vi) above) issued or assumed by the Company and then
outstanding (including the evidences of indebtedness then to
be issued or assumed) would exceed 20% of the sum of (1) the
total principal amount of all debt securities of the
character hereinbefore described in (i) through (vi) above,
issued or assumed by the Company and then to be outstanding,
and (2) the stated capital and surplus of the Company, or
(y) the total outstanding principal amount of all unsecured
debt securities of the Company (other than obligations of
the character described in (vi) above) would exceed 20% of
the sum of (1) the total outstanding principal amount of all
bonds or other secured debt of the Company, and (2) the
stated capital and surplus of the Company, or (z) the total
outstanding principal amount of all unsecured debt
securities of the Company (other than obligations of the
character described in (vi) above) of maturities of less
than 10 years would exceed 10% of the sum of (1) the total
principal amount of all bonds or other secured debt of the
Company, and (2) the stated capital and surplus of the
Company; provided that the payment due upon the maturity of
unsecured debt having an original single maturity of 10 or
more years or the payment due upon the final maturity of any
unsecured serial debt which had original maturities of 10 or
more years is not regarded for purposes of this subparagraph
(b) as unsecured debt of a maturity of less than 10 years
until payment thereof is required within 3 years; or
(c) issue or reissue any shares of the Cumulative
Preferred Stock or of any other class of stock ranking on a
parity with the outstanding shares of Cumulative Preferred
Stock as to dividends or assets for any purpose other than
to refinance an amount of outstanding Cumulative Preferred
Stock, or stock ranking prior to or on a parity with the
Cumulative Preferred Stock as to dividends or assets, having
an aggregate involuntary liquidation amount equal to the
aggregate involuntary liquidation amount of such issued or
reissued shares, unless (i) the net income of the Company,
determined in accordance with generally accepted accounting
principles to be available for the payment of dividends for
a period of 12 consecutive calendar months within the 15
calendar months immediately preceding the calendar month of
such issuance, is equal to at least twice the annual
dividend requirements on the Cumulative Preferred Stock
(including dividend requirements on such prior or parity
stock), which will be outstanding immediately after such
issuance; (ii) the gross income of the Company for the same
period determined in accordance with generally accepted
accounting principles (but in any event after all taxes
including taxes based on income) is equal to at least one
and one-half times the aggregate of annual interest charges
on indebtedness (excluding interest charges on indebtedness
to be retired by the application of the proceeds from the
issuance of such shares) and the annual dividend
requirements on the Cumulative Preferred Stock (including
dividend requirements on such prior or parity stock), which
will be outstanding immediately after such issuance; and
(iii) the aggregate of the Common Stock Equity, as defined,
is at least equal to the aggregate amount payable in
connection with an involuntary liquidation of the Company
with respect to all shares of Cumulative Preferred Stock and
all shares of such prior or parity stock, if any, which will
be outstanding immediately after such issuance. No
dividends may be paid on Common Stock which would result in
the reduction of the Common Stock Equity, as defined, below
the requirements of the above clause (c)(iii).
Liquidation Rights
On any liquidation, dissolution or winding up of the
Company, after payment of the creditors of the Company, the
holders of the new Preferred Stock have a right to receive $100
per share plus accrued and unpaid dividends, or, if the Company's
assets are insufficient, to share ratably with all other series
of the Cumulative Preferred Stock in proportion to the full
preferential amounts to which they are respectively entitled,
prior to any distribution to the holders of the Common Stock.
(See Paragraphs (4) and (6).)
Pre-emptive and Conversion Rights
Holders of the Cumulative Preferred Stock have no pre-
emptive right to acquire unissued shares of the Company, no right
to acquire any securities convertible into or exchangeable for
such shares and no right to acquire any options, warrants or
rights to purchase such shares; nor shall the holders of the new
Preferred Stock have any rights to convert the same into and/or
purchase stock of any other series or class or any other
securities. (See Paragraph (8).)
UNDERWRITING
Subject to the terms and conditions set forth in the
Underwriting Agreement, the Company has agreed to sell to each of
the Underwriters named below (the "Underwriters"), and each of
the Underwriters has severally agreed to purchase the number of
shares of the new Preferred Stock set forth opposite its name
below:
Number of Shares
of the new
Underwriters Preferred Stock
Merrill Lynch, Pierce, Fenner & Smith
Incorporated .......................
Goldman, Sachs & Co.............................
Total 300,000
Under the terms and conditions of the Underwriting
Agreement, the Underwriters are committed to take and pay for all
of the shares of the new Preferred Stock, if any are taken.
The Company has been advised by the Underwriters that the
Underwriters propose initially to offer the shares to the public
at the price to public set forth on the cover page of this
Prospectus, and to certain dealers at such price less a
concession not in excess of $______ per share. The Underwriters
may allow, and such dealers may reallow, a discount not in excess
of $______ per share to certain other dealers. After the initial
public offering, the price to public, concession and discount may
from time to time be changed by the Underwriters.
The new Preferred Stock will not have an established trading
market when issued. The new Preferred Stock will not be listed
on any securities exchange. The Company has been advised by the
Underwriters that they intend to make a market in the new
Preferred Stock, but the Underwriters are not obligated to do so
and may discontinue any market-making at any time without notice.
There can be no assurance as to the liquidity of the trading
market for the new Preferred Stock.
The Underwriters, and certain affiliates thereof, engage in
transactions with and perform services for the Company and its
affiliates in the ordinary course of business.
The Company has agreed to indemnify the Underwriters against
certain liabilities, including certain liabilities under the
Securities Act of 1933.
LEGAL OPINIONS
Opinions with respect to the legality of the new Preferred
Stock will be rendered by Simpson Thacher & Bartlett (a
partnership which includes professional corporations), 425
Lexington Avenue, New York, New York, and 1 Riverside Plaza,
Columbus, Ohio, counsel for the Company, and by Winthrop,
Stimson, Putnam & Roberts, One Battery Park Plaza, New York, New
York, counsel for the Underwriters.
EXPERTS
The financial statements and related financial statement
schedules incorporated in this Prospectus by reference from the
Company's Annual Report on Form 10-K have been audited by
Deloitte & Touche, independent auditors, as stated in their
reports, which are incorporated herein by reference, and have
been so incorporated in reliance upon the reports of such firm
given upon their authority as experts in accounting and auditing.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS.
Item 14. Other Expenses of Issuance and Distribution.*
Estimation based upon the issuance of all of the new
Preferred Stock in one issuance:
Securities and Exchange Commission
Filing Fees $ 10,345
State Filing and Recordation fees and
expenses 1,000
Printing Registration Statement,
Prospectus, etc. 25,000
Printing and Engraving Stock Certificates 10,000
Independent Auditors' fees 15,000
Charges of Transfer Agent and Registrar 3,500
Legal fees 71,000
Rating Agency fees 30,000
Miscellaneous expenses $ 20,000
Total $185,845
* Estimated, except for filing fees.
Item 15. Indemnification of Directors and Officers.
The Bylaws of the Company provide that the Company shall
indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative, or
investigative and whether formal or informal because such person
is or was a director, officer or employee of the Company or is or
was serving at the request of the Company as a director, officer,
partner, trustee, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise, against any obligations to pay judgments,
settlements, penalties, fines (including any excise tax) or
reasonable expenses (including attorneys' fees) incurred by such
person in connection with such action, suit or proceeding if (a)
such person conducted him or herself in good faith, (b) such
person believed in the case of conduct in such person's official
capacity with the Company (as defined) that his or her conduct
was in the best interests of the Company, and, in all other
cases, that his or her conduct was at least not opposed to its
best interests, (c) with respect to any criminal action or
proceeding, such person had no reasonable cause to believe his or
her conduct was unlawful and (d) such person was not grossly
negligent or guilty of willful misconduct. Such indemnification
in connection with a proceeding by or in the right of the Company
is limited to reasonable expenses incurred in connection with the
proceeding. Any such indemnification (unless ordered by a court)
shall be made by the Company only as authorized in the specific
case upon a determination that indemnification of the director is
proper in the circumstances because such person has met the
applicable standard of conduct.
Section 13.1-698 of the Code of Virginia provides that
unless limited by the articles of incorporation, a corporation
shall indemnify a director who entirely prevails in the defense
of any action, suit or proceeding to which such person was a
party because such person is or was a director of the corporation
against reasonable expenses incurred in connection with such
action, suit or proceeding. Section 13.1-699 provides that a
corporation may pay for or reimburse reasonable expenses incurred
by a director who is a party to such a proceeding in advance of
final disposition of such proceeding if (a) the director
furnishes a written statement of his or her good faith belief
that the standard of conduct described in the paragraph above has
been met; (b) the director furnishes the corporation a written
undertaking by or on behalf of the director to repay the advance
if it is ultimately determined that such person did not meet the
standard of conduct; and (c) a determination is made that the
facts then known to those making the determination would not
preclude indemnification. Section 13.1-700.1 provides procedures
which allow directors to apply to a court for indemnification.
Section 13.1-702 provides that unless limited by the
articles of incorporation, (a) officers are entitled to mandatory
indemnifi-cation under Section 13.1-698 and to apply for court
ordered indemnification under Section 13.1-700.1 to the same
extent as a director, and (b) that a corporation may indemnify
and advance expenses to an officer, employee or agent to the same
extent as to a director. Section 13.1-704 provides that any
corporation shall have the power to make any further indemnity to
any director, officer, employee or agent that may be authorized
by the articles of incorporation or any bylaw made by the
stockholders or any resolution adopted, before or after the
event, by the stockholders, except an indemnity against willful
misconduct or a knowing violation of criminal law.
The above is a general summary of certain provisions of the
Company's Bylaws and the Code of Virginia and is subject in all
cases to the specific and detailed provisions of the Company's
Bylaws and the Code of Virginia.
Reference is made to the Underwriting Agreement filed as
Exhibit 1 hereto, which provides 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 a part of this Registration Statement.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) 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 new Preferred Stock, and the offering thereof at that
time shall be deemed to be the initial bona fide offering
thereof.
(2) 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 Commonwealth of
Virginia, 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 the 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 new
Preferred Stock, 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.
(3) 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.
(4) 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,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and 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 25th day of May,
1994.
APPALACHIAN POWER COMPANY
By: 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 25, 1994
(ii) Principal Financial
Officer:
G. P. Maloney Vice President May 25, 1994
(iii) Principal Accounting
Officer:
P. J. DeMaria* Treasurer May 25, 1994
(iv) A Majority of the
Directors:
P. J. DeMaria*
A. Joseph Dowd*
E. Linn Draper, Jr.*
Luke M. Feck*
Wm. J. Lhota*
G. P. Maloney
James J. Markowsky*
J. H. Vipperman* May 25, 1994
*By_/s/ G. P. Maloney___________
(G. P. Maloney, 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
17 C.F.R. Sec. 201.24 and Sec. 230.411, are incorporated herein
by reference to the documents indicated following the descriptions
of such exhibits.
Exhibit No. Description
*1 -- Copy of proposed form of Underwriting Agreement
for the new Preferred Stock.
4(a) -- Copy of Restated Articles of Incorporation, as
amended through March 25, 1992, of the Company
[Registration Statement No. 33-50163, Exhibit
4(a)].
*4(b) -- Copy of Articles of Amendment to the Restated
Articles of Incorporation of the Company dated
October 13, 1993 containing the designation,
description and terms of the 5.92% Cumulative
Preferred Stock, without par value.
*4(c) -- Copy of Articles of Amendment to the Restated
Articles of Incorporation of the Company dated
November 4, 1993 containing the designation,
description and terms of the 5.90% Cumulative
Preferred Stock, without par value.
*4(d) -- Copy of proposed form of Articles of Amendment
determining terms of new Preferred Stock.
*5 -- Opinion of Simpson Thacher & Bartlett with respect
to the legality of the new Preferred Stock.
*12 -- Statement re Computation of Ratios.
*23(a) -- Consent of Deloitte & Touche, dated May 25, 1994.
23(b) -- 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.