Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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, S.W.
Roanoke, Virginia 24011
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (540)985-2300
ARMANDO A. PENA, Treasurer
AMERICAN ELECTRIC POWER SERVICE CORPORATION
1 Riverside Plaza
Columbus, Ohio 43215
(614) 223-2850
(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
___________________
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. [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 Amount of
to be to be Price Offering Registration
Registered Registered Per Unit* Price* Fee
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Unsecured
Notes $250,000,000 100% $250,000,000 $69,500
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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.
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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 is 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 JULY 30, 1999
PROSPECTUS
APPALACHIAN POWER COMPANY
40 Franklin Road, S.W.
Roanoke, Virginia 24011
540-985-2300
$250,000,000
UNSECURED NOTES
TERMS OF SALE
The following terms may apply to 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
The notes have not been approved by the SEC or any state
securities commission, nor have these organizations determined
that this prospectus is accurate or complete. Any represen-tation
to the contrary is a criminal offense.
The date of this prospectus is ____________, 1999.
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 documents
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, 1998;
and
Quarterly Report on Form 10-Q for the quarter ended March 31,
1999.
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.
THE COMPANY
We generate, sell, purchase, transmit and distribute
electric power. We serve approximately 888,000 customers in
southwestern Virginia and southern West Virginia. 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 40 Franklin Road, S.W., Roanoke, Virginia
24011 (telephone number 540-985-2300). 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).
PROSPECTUS SUPPLEMENTS
We provide information to you about the notes in 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)
the pricing supplement provides the final terms of your notes.
It is important for you to consider the information contained in
this prospectus, the prospectus supplement and the 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, 1994 2.37
December 31, 1995 2.54
December 31, 1996 2.78
December 31, 1997 2.44
December 31, 1998 2.07
March 31, 1999 2.15
For current information on the Ratio of Earnings to Fixed
Charges, please see our most recent Form 10-K and 10-Q. See
Where You Can Find More Information.
USE OF PROCEEDS
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 1999 will approximate $254,600,000. At
March 31,1999, our outstanding short-term debt was $57,275,000.
DESCRIPTION OF THE NOTES
General
We will issue the notes under the Indenture dated January 1,
1998 (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 or company orders 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 101 Barclay
Street, 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 one or more company orders or 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 December 1, 1940 (as previously supplemented
and amended) between us and Bankers Trust Company, as trustee.
For current information on our debt outstanding see our most
recent Form 10-K and 10-Q. 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
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 Participant's 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.
DTC management is aware that some computer applications,
systems and the like for processing data ("Systems") that are
dependent upon calendar dates, including dates before, on and
after January 1, 2000, may encounter "Year 2000 problems". DTC
has informed its Direct Participants and other members of the
financial community (the "Industry") that it has developed and is
implementing a program so that its Systems, as the same relate to
the timely payment of distributions (including principal and
income payments) to securityholders, book-entry deliveries and
settlement of trades within DTC ("DTC Services"), continue to
function appropriately. This program includes a technical
assessment and a remediation plan, each of which is complete.
Additionally, DTC's plan includes a testing phase, which is
expected to be completed within appropriate time frames.
However, DTC's ability to perform properly its services is
also dependent upon other parties, including but not limited to
issuers and their agents, as well as third party vendors from
whom DTC licenses software and hardware, and third party vendors
on whom DTC relies for information or the provision of services,
including telecommunication and electrical utility service
providers, among others. DTC has informed the Industry that it
is contacting (and will continue to contact) third party vendors
from whom DTC acquires services to: (i) impress upon them the
importance of such services being Year 2000 compliant; and (ii)
determine the extent of their efforts for Year 2000 remediation
(and, as appropriate, testing) of their services. In addition,
DTC is in the process of developing such contingency plans as it
deems appropriate.
According to DTC, the foregoing information with respect to
DTC has been provided to the Industry 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 three Business Days the principal of
(or premium, if any, on) any note of a series when due and
payable;
failure to pay for 30 days any interest on any note of any
series when due and payable;
failure to perform any other requirements in such notes,
or in the Indenture in regard to such notes, for 90 days
after notice;
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 immediately ("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.
However, if we cause an Event of Default because we have failed
to pay (unaccelerated) principal, premium, if any, or interest,
Repayment Acceleration may be rescinded only 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 corporation 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 at any time if:
we deposit with the Trustee sufficient cash or government
securities to pay 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
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 any
restrictive covenant applicable to the notes of a particular
series if we perform both 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 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.
Unless the pricing supplement states otherwise, the notes
will be sold to the public at 100% of their principal amount.
Agents will receive commissions from .125% to .750% of the
principal amount per note depending on the maturity of the note
they sell.
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 related financial statement
schedule incorporated in this prospectus by reference from the
Company's Annual Report on Form 10-K have been audited by
Deloitte & Touche llp, 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.
Table of Contents
WHERE YOU CAN FIND MORE
INFORMATION .............. 2
THE COMPANY................... 2
PROSPECTUS SUPPLEMENTS........ 2
RATIO OF EARNINGS TO
FIXED CHARGES ............. 3
USE OF PROCEEDS .............. 3
DESCRIPTION OF THE NOTES ..... 3
General .................. 3
Redemptions ............... 4
Remarketed Notes .......... 4
Book-Entry Notes - Registration,
Transfer, and Payment of
Interest and Principal ... 4
Note Certificates - Registration,
Transfer, and Payment of
Interest and Principal ... 6
Interest Rate ............. 6
Fixed Rate Notes ......... 6
Floating Rate Notes ...... 7
Events of Default ......... 7
Modification of Indenture.. 8
Consolidation, Merger or
Sale ...................... 8
Legal Defeasance ........... 8
Covenant Defeasance ........ 8
Governing Law .............. 8
Concerning the Trustee ..... 8
PLAN OF DISTRIBUTION .......... 9
By Agents .................. 9
By Underwriters ............ 9
Direct Sales ............... 9
General Information ........ 9
LEGAL OPINIONS ................ 9
EXPERTS ....................... 10
$250,000,000 Unsecured Notes
PROSPECTUS
The date of this
Prospectus is _______, 1999
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.*
Estimation based upon the issuance of all of the
unsecured notes in two issuances:
Securities and Exchange Commission Filing Fees...........$ 69,500
Printing Registration Statement, Prospectus, etc......... 30,000
Independent Auditors' fees............................... 30,000
Charges of Trustee (including counsel fees).............. 15,000
Legal fees............................................... 160,000
Rating Agency fees....................................... 80,000
Miscellaneous expenses................................... 25,000
Total............................................... $409,500
* ....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, including all
appeals, 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 assessed with respect to an employee
benefit plan) 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 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 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
Section 13.1-697 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 an order directing advances or indemnification.
......Section 13.1-702 provides that unless limited by the
articles of incorporation, (a) officers are entitled to mandatory
indemnification 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
respects to the specific and detailed provisions of the Company's
Bylaws and the Code of Virginia.
......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 or Form S-8, and 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 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 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,
the registrant certifies that it has reasonable cause 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 30th day of July, 1999.
.......... APPALACHIAN 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 July 30, 1999
(ii) Principal Financial
Officer:
Vice President, Treasurer
/s/ A. A. Pena_________ and Chief Financial
A. A. Pena Officer July 30, 1999
(iii) Principal Accounting
Officer:
/s/ L. V. Assante_______ Controller and Chief
L. V. Assante Accounting Officer July 30, 1999
(iv) A Majority of the
Directors:
E. Linn Draper, Jr.*
H. W. Fayne*
Wm. J. Lhota*
James J. Markowsky*
A. A. Pena
J. H. Vipperman* July 30, 1999
*By/s/ A. A. Pena______
(A. A. Pena, 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. Sections 201.24 and 230.411, are incorporated herein by
reference to the documents 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 January 1,
1998, between the Company and The Bank of New
York, as Trustee [Registration Statement No.
333-45927, Exhibits 4(a) and 4(b); Registration
Statement No. 333-49071, Exhibit 4(b)].
* 4(b) Copy of Company Order and Officers'
Certificate, dated April 22, 1998, establishing
certain terms of the 7.30% Senior Notes, Series B,
Due 2038.
* 4(c) Copy of Company Order and Officers'
Certificate, dated May 20, 1999, establishing
certain terms of the 6.60% Senior Notes, Series C,
Due 2009.
* 4(d) Copy of proposed form of Company Order for
the unsecured notes.
* 5 Opinion of Simpson Thacher & Bartlett with respect
to the unsecured notes.
12 Statement re Computations of Ratios [Quarterly
Report on Form 10-Q of the Company for the period
ended March 31, 1999, File No. 1-3457, Exhibit 12].
*23(a) Consent of Deloitte & Touche LLP.
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.
*25 Form T-1 re eligibility of The Bank of New York to
act as Trustee under the Indenture.