Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
KENTUCKY POWER COMPANY
(Exact name of registrant as specified in its charter)
Kentucky 61-0247775
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1701 Central Avenue
Ashland, Kentucky 41101
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 800-572-1141
ARMANDO A. PENA, Treasurer
AMERICAN ELECTRIC POWER SERVICE CORPORATION
1 Riverside Plaza
Columbus, Ohio 43215
614-223-2850
(Name, address and telephone number 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
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: AT
SUCH TIME OR TIMES AFTER THE EFFECTIVE DATE OF THE REGISTRATION
STATEMENT AS THE REGISTRANT SHALL DETERMINE.
________________
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
Proposed Proposed
Title of Each Maximum Maximum
Class of Amount Offering Aggregate Amount of
Securities to to be Price Offering Registration
be Registered Registered per Unit* Price* Fee
- ------------- ---------- --------- --------- ------------
Debt
Securities $100,000,000 100% $100,000,000 $30,304
*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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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 SEPTEMBER __, 1997
PROSPECTUS
KENTUCKY POWER COMPANY
$100,000,000
Debt Securities
Kentucky Power Company (the "Company") intends to offer, from
time to time, up to $100,000,000 aggregate principal amount of its
unsecured debt securities, consisting of debentures, notes or other
unsecured evidences of indebtedness (collectively, the "New
Notes"). The New Notes will be offered in one or more series in
amounts, at prices and on terms to be determined at the time or
times of sale. The title, aggregate principal amount,
denomination, interest rate or rates (or manner of calculation
thereof), maturity or maturities, initial public offering price, if
any, redemption provisions, if any, any listing on a national
securities exchange and other specific terms of each series of New
Notes in respect of which this Prospectus is being delivered will
be set forth in an accompanying prospectus supplement and/or
pricing supplement thereto ("Prospectus Supplement").
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.
The Company may sell the New Notes through underwriters,
dealers or agents, or directly to one or more institutional
purchasers. A Prospectus Supplement will set forth the names of
underwriters or agents, if any, any applicable commissions or
discounts and the net proceeds to the Company from any such sale.
See "Plan of Distribution" herein.
The date of this Prospectus is September __, 1997.
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 OR ANY PROSPECTUS SUPPLEMENT RELATING HERETO, AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY
UNDERWRITER, AGENT OR DEALER. NEITHER THIS PROSPECTUS NOR THIS
PROSPECTUS AS SUPPLEMENTED BY ANY PROSPECTUS SUPPLEMENT CONSTITUTES
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 OR
THIS PROSPECTUS AS SUPPLEMENTED BY ANY PROSPECTUS SUPPLEMENT NOR
ANY SALE MADE THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY SINCE THE DATE HEREOF OR THEREOF.
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., 20549; CITICORP CENTER, 500 WEST MADISON
STREET, SUITE 1400, CHICAGO, ILLINOIS, 60661; AND 7 WORLD TRADE
CENTER, 13TH FLOOR, NEW YORK, NEW YORK 10048. 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. THE SEC MAINTAINS A WEB SITE AT HTTP://WWW.SEC.GOV
CONTAINING REPORTS, PROXY STATEMENTS AND INFORMATION STATEMENTS AND
OTHER INFORMATION REGARDING REGISTRANTS THAT FILE ELECTRONICALLY
WITH THE SEC, INCLUDING THE COMPANY. CERTAIN OF THE COMPANY'S
SECURITIES ARE LISTED ON THE NEW YORK STOCK EXCHANGE, WHERE REPORTS
AND OTHER INFORMATION CONCERNING THE COMPANY MAY 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, 1996; and
-- The Company's Quarterly Reports on Form 10-Q for the
periods ended March 31, 1997 and June 30, 1997.
All documents subsequently filed by the Company pursuant to
Section 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 or in a Prospectus Supplement 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, ON 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 OR
ANY PROSPECTUS SUPPLEMENT RELATING HERETO DOES NOT PURPORT TO BE
COMPREHENSIVE AND SHOULD BE READ TOGETHER WITH THE INFORMATION
CONTAINED IN THE DOCUMENTS INCORPORATED BY REFERENCE.
TABLE OF CONTENTS
Page
----
Available Information. . . . . . . . . . . . . . . . . . . . . 2
Documents Incorporated by Reference. . . . . . . . . . . . . . 2
Table of Contents. . . . . . . . . . . . . . . . . . . . . . . 3
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . 3
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . 4
Ratio of Earnings to Fixed Charges . . . . . . . . . . . . . . 4
Description of New Notes . . . . . . . . . . . . . . . . . . . 4
Recent Developments. . . . . . . . . . . . . . . . . . . . . . 9
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . .10
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . .10
Plan of Distribution . . . . . . . . . . . . . . . . . . . . .10
THE COMPANY
The Company is engaged in the generation, purchase,
transmission and distribution of electric power to approximately
167,000 customers in an area in eastern Kentucky, and in supplying
electric power at wholesale to other utilities and municipalities
in Kentucky. Its principal executive offices are located at 1701
Central Avenue, Ashland, Kentucky 41101 (telephone number: 800-572-
1141). The Company is a subsidiary of American Electric Power
Company, Inc. ("AEP") and is a part of the American Electric Power
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 net proceeds from the sale of
the New Notes to redeem or repurchase certain of its outstanding
debt, to fund its construction program, to repay short-term
indebtedness incurred in connection with such purchase or its con-
struction program and for other corporate purposes. Proceeds may
be temporarily invested in short-term instruments pending their
application to the foregoing purposes.
The Company has estimated that its construction costs
(inclusive of allowance for funds used during construction) for
1997 will be approximately $65,000,000. At August 31, 1997, the
Company had approximately $56,425,000 of short-term unsecured
indebtedness outstanding.
RATIO OF EARNINGS TO FIXED CHARGES
Below is set forth the ratio of earnings to fixed charges for
each of the twelve month periods ended December 31, 1992 through
1996 and June 30, 1997:
12-Month
Period Ended Ratio
------------ -----
December 31, 1992 2.29
December 31, 1993 1.95
December 31, 1994 2.30
December 31, 1995 2.22
December 31, 1996 1.88
June 30, 1997 2.10
DESCRIPTION OF NEW NOTES
The New Notes will be issued in one or more series under an
Indenture to be entered into between the Company and Bankers Trust
Company, as Trustee (the "Trustee"), as may be supplemented and
amended from time to time by one or more supplemental indentures
(the "Indenture"). Section and Article references used herein are
references to provisions of the Indenture unless otherwise noted.
All Notes (including the New Notes) to be issued under the
Indenture are herein sometimes referred to as "Notes". Copies of
the Indenture, including the form of supplemental indenture and
Company Order pursuant to which each series of the New Notes may be
issued, are filed as exhibits to the Registration Statement.
The following statements include brief summaries of certain
provisions of the Indenture under which Notes will be issued. Such
summaries do not purport to be complete and reference is made to
the Indenture for complete statements of such provisions. Such
summaries are qualified in their entirety by such reference and do
not relate or give effect to provisions of statutory or common law.
GENERAL
The New Notes will be unsecured obligations of the Company and
will rank pari passu with all other unsecured debt of the Company,
except debt that by its terms is subordinated to the unsecured debt
of the Company. The Indenture provides that Notes may be issued
thereunder without limitation as to aggregate principal amount and
may be issued thereunder from time to time in one or more series or
one or more Tranches thereof, as authorized by a Board Resolution
and as set forth in a Company Order or one or more supplemental
indentures creating such series. (Section 2.01).
Substantially all of the fixed properties and franchises of
the Company are subject to the lien of its first mortgage bonds
(the "Bonds") issued under and secured by a Mortgage and Deed of
Trust, dated as of May 1, 1949, as previously supplemented and
amended by supplemental indentures, between the Company and Bankers
Trust Company, as trustee.
The New Notes are not convertible into any other security of
the Company. Except as may otherwise be described in a prospectus
supplement, the covenants contained in the Indenture do not limit
the amount of other debt, secured or unsecured, which may be issued
by the Company. In addition, the Indenture does not contain any
provisions that afford holders of Notes protection in the event of
a highly leveraged transaction involving the Company.
MATURITY, INTEREST, REDEMPTION, COVENANTS AND RESTRICTIONS AND
PAYMENT
Information concerning the maturity, interest, if any, redemp-
tion provisions, if any, sinking fund, if any, any covenants or
restrictions, such as limitations on liens or dividend
restrictions, and payment with respect to any series of the New
Notes will be contained in a Prospectus Supplement.
FORM, EXCHANGE, REGISTRATION AND TRANSFER
Unless otherwise specified in a Prospectus Supplement, New
Notes in definitive form will be issued only as registered Notes
without coupons in denominations of $1,000 and in integral
multiples thereof authorized by the Company. New Notes may be
presented for registration of transfer (with the form of transfer
endorsed thereon duly executed) or exchange, at the office of the
Security Registrar, without service charge and upon payment of any
taxes and other governmental charges as described in the Indenture.
Such transfer or exchange will be effected upon the Company or the
Security Registrar being satisfied with the documents of title and
identity of the person making the request. The Company has
appointed the Trustee as Security Registrar with respect to New
Notes. The Company may change the place for registration of
transfer and exchange of the New Notes and may designate one or
more additional places for such registration and exchange.
(Sections 2.05 and 4.02).
The Company shall not be required to (i) issue, register the
transfer of or exchange any New Note during a period beginning at
the opening of business 15 days before the day of the mailing of a
notice of redemption of less than all the outstanding New Notes and
ending at the close of business on the day of such mailing or (ii)
register the transfer of or exchange any New Notes or portions
thereof called for redemption in whole or in part. (Section 2.05).
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in a Prospectus Supplement, payment
of principal of and premium, if any, on any New Note will be made
only against surrender to the Paying Agent of such New Note.
Principal of and any premium and interest on New Note will be
payable at the office of such Paying Agent or Paying Agents as the
Company may designate from time to time, except that at the option
of the Company payment of any interest may be made by check mailed
to the address of the person entitled thereto as such address shall
appear in the Security Register with respect to such New Note.
Unless otherwise indicated in a Prospectus Supplement, the
Trustee initially will act as Paying Agent with respect to New
Notes. The Company may at any time designate additional Paying
Agents or rescind the designation of any Paying Agents or approve
a change in the office through which any Paying Agent acts.
(Sections 4.02 and 4.03).
All moneys paid by the Company to a Paying Agent for the
payment of the principal of and premium, if any, or interest, if
any, on any New Notes that remain unclaimed at the end of two years
after such principal, premium, if any, or interest shall have
become due and payable, subject to applicable law, will be repaid
to the Company and the holder of such New Note will thereafter look
only to the Company for payment thereof. (Section 11.04).
MODIFICATION OF THE INDENTURE
The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the holders of not less than a
majority in principal amount of Notes of each series that are
affected by the modification, to modify the Indenture or any
supplemental indenture affecting that series or the rights of the
holders of that series of Notes; provided, that no such
modification may, without the consent of the holder of each
outstanding Note affected thereby, (i) extend the fixed maturity of
any Notes of any series, or reduce the principal amount thereof, or
reduce the rate or extend the time of payment of interest thereon,
or reduce any premium payable upon the redemption thereof, or
reduce the amount of the principal of a Discount Security (as
defined in the Indenture) that would be due and payable upon a
declaration of acceleration of the maturity thereof pursuant to the
Indenture, (ii) reduce the percentage of Notes, the holders of
which are required to consent to any such supplemental indenture,
or (iii) reduce the percentage of Notes, the holders of which are
required to waive any default and its consequences. (Section
9.02).
In addition, the Company and the Trustee may execute, without
the consent of any holder of Notes, any supplemental indenture for
certain other usual purposes including the creation of any new
series of Notes. (Sections 2.01, 9.01 and 10.01).
EVENTS OF DEFAULT
The Indenture provides that any one or more of the following
described events, which has occurred and is continuing, constitutes
an "Event of Default" with respect to each series of Notes:
(a) failure for 30 days to pay interest on Notes of that
series when due and payable; or
(b) failure for 3 Business Days to pay principal or
premium, if any, on Notes of that series when due and payable
whether at maturity, upon redemption, pursuant to any sinking
fund obligation, by declaration or otherwise; or
(c) failure by the Company to observe or perform any
other covenant (other than those specifically relating to
another series) contained in the Indenture for 90 days after
written notice to the Company from the Trustee or the holders
of at least 33% in principal amount of the outstanding Notes
of that series; or
(d) certain events involving bankruptcy, insolvency or
reorganization of the Company; or
(e) any other event of default provided for in a series
of Notes. (Section 6.01).
The Trustee or the holders of not less than 33% in aggregate
outstanding principal amount of any particular series of Notes may
declare the principal due and payable immediately upon an Event of
Default with respect to such series, but the holders of a majority
in aggregate outstanding principal amount of such series may annul
such declaration and waive the default with respect to such series
if the default has been cured and a sum sufficient to pay all
matured installments of interest and principal otherwise than by
acceleration and any premium has been deposited with the Trustee.
(Sections 6.01 and 6.06).
The holders of a majority in aggregate outstanding principal
amount of any series of Notes have the right to direct the time,
method and place of conducting any proceeding for any remedy avail-
able to the Trustee for that series. (Section 6.06). Subject to
the provisions of the Indenture relating to the duties of the
Trustee in case an Event of Default shall occur and be continuing,
the Trustee will be under no obligation to exercise any of its
rights or powers under the Indenture at the request or direction of
any of the holders of the Notes, unless such holders shall have
offered to the Trustee indemnity satisfactory to it. (Section
7.02).
The holders of a majority in aggregate outstanding principal
amount of any series of Notes affected thereby may, on behalf of
the holders of all Notes of such series, waive any past default,
except a default in the payment of principal, premium, if any, or
interest when due otherwise than by acceleration (unless such
default has been cured and a sum sufficient to pay all matured
installments of interest and principal otherwise than by
acceleration and any premium has been deposited with the Trustee)
or a call for redemption of Notes of such series. (Section 6.06).
The Company is required to file annually with the Trustee a
certificate as to whether or not the Company is in compliance with
all the conditions and covenants under the Indenture. (Section
5.03(d)).
CONSOLIDATION, MERGER AND SALE
The Indenture does not contain any covenant that restricts the
Company's ability to merge or consolidate with or into any other
corporation, sell or convey all or substantially all of its assets
to any person, firm or corporation or otherwise engage in
restructuring transactions, provided that the successor corporation
assumes due and punctual payment of principal or premium, if any,
and interest on the Notes. (Section 10.01).
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
Notes of any series may be defeased in accordance with their
terms and, unless the supplemental indenture or Company Order
establishing the terms of such series otherwise provides, as set
forth below. The Company at any time may terminate as to a series
all of its obligations (except for certain obligations, including
obligations with respect to the defeasance trust and obligations to
register the transfer or exchange of a Note, to replace destroyed,
lost or stolen Notes and to maintain agencies in respect of the
Notes) with respect to the Notes of such series and the Indenture
("legal defeasance"). The Company at any time also may terminate
as to a series its obligations with respect to the Notes of that
series under any restrictive covenant which may be applicable to
that particular series ("covenant defeasance").
The Company may exercise its legal defeasance option notwith-
standing its prior exercise of its covenant defeasance option. If
the Company exercises its legal defeasance option, the particular
series may not be accelerated because of an Event of Default. If
the Company exercises its covenant defeasance option, a series may
not be accelerated by reference to any restrictive covenant which
may be applicable to that particular series.
To exercise either of its defeasance options as to a series,
the Company must deposit with the Trustee or any paying agent, in
trust: moneys or Eligible Obligations, or a combination thereof,
in an amount sufficient to pay when due the principal of and
premium, if any, and interest, if any, due and to become due on the
Notes of such series that are Outstanding (as defined in the
Indenture). Such defeasance or discharge may occur only if, among
other things, the Company has delivered to the Trustee an Opinion
of Counsel to the effect that the holders of such Notes will not
recognize gain, loss or income for federal income tax purposes as
a result of the satisfaction and discharge of the Indenture with
respect to such series and that such holders will realize gain,
loss or income on such Notes, including payments of interest
thereon, in the same amounts and in the same manner and at the same
time as would have been the case if such satisfaction and discharge
had not occurred. (Section 11.01).
In the event the Company exercises its option to effect a
covenant defeasance with respect to the Notes of any series and the
Notes of that series are thereafter declared due and payable
because of the occurrence of any Event of Default other than an
Event of Default caused by failing to comply with the covenants
which are defeased, the amount of money and Eligible Obligations on
deposit with the Trustee may not be sufficient to pay amounts due
on the Notes of that series at the time of the acceleration
resulting from such Event of Default. However, the Company would
remain liable for such payments. (Section 11.01).
GOVERNING LAW
The Indenture and Notes will be governed by, and construed in
accordance with, the laws of the State of New York. (Section
13.05).
CONCERNING THE TRUSTEE
AEP System companies, including the Company, utilize or may
utilize some of the banking services offered by Bankers Trust
Company in the normal course of their businesses. Among such
services are the making of short-term loans, generally at rates
related to the prime commercial interest rate. In addition,
Bankers Trust Company serves as Trustee under the Company's
Mortgage and Deed of Trust, dated as of May 1, 1949.
RECENT DEVELOPMENTS
Reference is made to page 22 of the Company's Annual Report on
Form 10-K for the year ended December 31, 1996 and page II-4 of the
Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1997 for a discussion of the assessment of long range transport
of ozone precursors. On or about August 14, 1997, eight northeast
states filed petitions with the United States Environmental Protec-
tion Agency ("Federal EPA") under section 126 of the Clean Air Act
alleging that nitrogen oxides ("NOx") emissions from sources in
upwind midwestern states are significantly contributing to non-
attainment of the ambient air quality standards for ozone in the
petitioning states. These petitions seek the development of
controls for the upwind sources in a rulemaking to be undertaken by
Federal EPA. The Company's Big Sandy Plant is included (directly or
indirectly) as a source in each of these petitions and the
rulemaking could require significant reductions of NOx emissions at
this plant. The Company believes that these petitions are without
merit and will take appropriate steps to challenge any adverse
actions taken with respect to these petitions.
LEGAL OPINIONS
Opinions with respect to the legality of the Notes 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 Dewey Ballantine, 1301 Avenue of the Americas,
New York, New York, counsel for any underwriters or agents.
Additional legal opinions in connection with the offering of the
Notes may be given by John M. Adams, Jr. or Ann B. Graf, counsel
for the Company. Mr. Adams is Assistant General Counsel, and Ms.
Graf is a Senior Attorney, in the Legal Department of American
Electric Power Service Corporation, a wholly owned subsidiary of
AEP. From time to time, Dewey Ballantine acts as counsel to
affiliates of the Company in connection with certain 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.
PLAN OF DISTRIBUTION
The Company may sell the New Notes in any of three ways or in
any combination of such ways: (i) through underwriters or dealers;
(ii) directly to a limited number of purchasers or to a single
purchaser; or (iii) through agents. The Prospectus Supplement
relating to a series of the New Notes will set forth the terms of
the offering of the New Notes, including the name or names of any
underwriters, dealers or agents, the purchase price of such New
Notes and the proceeds to the Company from such sale, any
underwriting discounts or agency fees and other items constituting
underwriters' or agents' compensation, any initial public offering
price and any discounts or concessions allowed or reallowed or paid
to dealers. Any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers may be changed
from time to time after the initial public offering.
If underwriters are used in the sale, the New Notes will be
acquired by the underwriters for their own account and may be
resold from time to time in one or more transactions, including
negotiated transactions, at a fixed public offering price or at
varying prices determined at the time of the sale. The
underwriters with respect to a particular underwritten offering of
New Notes will be named in the Prospectus Supplement relating to
such offering and, if an underwriting syndicate is used, the
managing underwriters will be set forth on the cover page of such
Prospectus Supplement. Unless otherwise set forth in the
Prospectus Supplement, the several obligations of the underwriters
to purchase the New Notes will be subject to certain conditions
precedent, and the underwriters will be obligated to purchase all
such New Notes if any are purchased.
New Notes may be sold directly by the Company or through
agents designated by the Company from time to time. The Prospectus
Supplement will set forth the name of any agent involved in the
offer or sale of the New Notes in respect of which the Prospectus
Supplement is delivered as well as any commissions payable by the
Company to such agent. Unless otherwise indicated in the
Prospectus Supplement, any such agent will be acting on a
reasonable best efforts basis for the period of its appointment.
If so indicated in the Prospectus Supplement, the Company will
authorize agents, underwriters or dealers to solicit offers by
certain specified institutions to purchase New Notes from the
Company at the public offering price set forth in the Prospectus
Supplement pursuant to delayed delivery contracts providing for
payment and delivery on a specified date in the future. Such
contracts will be subject to those conditions set forth in the
Prospectus Supplement, and the Prospectus Supplement will set forth
the commission payable for solicitation of such contracts.
Subject to certain conditions, the Company may agree to
indemnify any underwriters, dealers, agents or purchasers and their
controlling persons against certain civil liabilities, including
certain liabilities under the Securities Act of 1933, as amended.
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 Notes in
one issuance:
Securities and Exchange Commission Filing Fees . . . . .$ 30,304
Printing Registration Statement, Prospectus, etc.. . . . 25,000
Printing and Engraving New Notes . . . . . . . . . . . . 10,000
Independent Auditors' Fees . . . . . . . . . . . . . . . 15,000
Charges of Trustee (including counsel fees). . . . . . . 16,750
Legal Fees of Counsel. . . . . . . . . . . . . . . . . . 65,000
Rating Agency Fees . . . . . . . . . . . . . . . . . . . 53,500
Miscellaneous Expenses . . . . . . . . . . . . . . . . . 20,000
-------
Total . . . . . . . . . . . . . . . . . . . . . . .$235,554
=======
*Estimated, except for filing fees.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 271B.8-510 of the Kentucky Revised Statutes provides
that a Kentucky corporation may indemnify an individual made a
party to a proceeding because the individual is or was a director
if (i) the individual's conduct was in good faith, (ii) the
individual reasonably believed that, in the case of conduct in the
individual's official capacity with the corporation, his or her
conduct was in the best interests of the corporation and, in all
other cases, his or her conduct was at least not opposed to the
best interests of the corporation and (iii) in the case of a
criminal proceeding, that the director had no reasonable cause to
believe that such conduct was unlawful. The termination of a
proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent is not, of itself,
determinative that a director did not meet the required standard of
conduct. Section 271B.8-520 requires a corporation, unless limited
by its articles of incorporation, to indemnify a director who has
been wholly successful in the defense of a proceeding against
reasonable expenses (including counsel fees) so incurred. Section
271B.8-530 authorizes a corporation to pay for or reimburse the
reasonable expenses (including counsel fees) incurred by a director
in advance of final disposition of a proceeding upon a determina-
tion that in light of the facts then known indemnification is
permissible, a written affirmation by the director of his or her
good faith belief that the required standard of conduct has been
met and an undertaking by the director to repay any such advance if
it is ultimately determined that the director did not meet the
required standard of conduct. A director may, pursuant to Section
271B.8-540, apply for indemnification to a court of competent
jurisdiction. An officer is entitled to mandatory indemnification
under Section 271B.8-520 and to apply for court-ordered indemnifi-
cation under Section 271B.8-540 to the same extent as a director.
A corporation may indemnify and advance expenses to an officer,
employee or agent to the same extent as to a director. A corpora-
tion may purchase and maintain insurance on behalf of an individual
who is a director, officer, employee or agent, whether or not the
corporation would have power by statute to indemnify the individual
against the same liability. Section 271B.8-580 provides that the
statutory provisions do not exclude any other rights to indemnifi-
cation and advances for expenses that a person may otherwise have.
The by-laws of the Company provide for the indemnification of
directors and officers of the Company to the full extent permitted
by law.
Reference is made to the Selling Agency Agreement and the
Underwriting Agreement, filed as Exhibits 1(a) and (b) hereto,
which provide for indemnification, under certain circumstances, of
the Company, certain of its directors and officers, and persons who
control the Company.
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) 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 New Notes (if the total dollar value of
New Notes 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 informa-
tion 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 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 the
registration statement shall be deemed to be a new registration
statement relating to the New Notes, 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 Kentucky, the registrant's By-Laws, 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 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.
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 15th day of September, 1997.
KENTUCKY 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.
SIGNATURES TITLE DATE
---------- ----- ----
(i) PRINCIPAL EXECUTIVE
OFFICER: Chairman of the
Board and Chief September 15, 1997
E. Linn Draper, Jr.* Executive Officer
(ii) Principal Financial
Officer:
G. P. Maloney* Vice President September 15, 1997
(iii) Principal Accounting
Officer:
P. J. DeMaria* Controller September 15, 1997
(iv) A Majority of the
Directors:
E. Linn Draper, Jr.*
P. J. DeMaria*
Wm. J. Lhota*
G. P. Maloney*
J. J. Markowsky*
J. H. Vipperman* September 15, 1997
*By: ____/s/_A._A._Pena_______
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. Section 201.24 and Section 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 New Notes.
* 1(b) -- Copy of proposed form of Underwriting Agreement for the
New Notes.
* 4(a) -- Copy of proposed form of Indenture to be entered into
between the Company and Bankers Trust Company, as
Trustee, for the Notes.
* 4(b) -- Copy of proposed form of Company Order for the New
Notes.
* 5 -- Opinion of Simpson Thacher & Bartlett with respect to
the New Notes.
12 -- Statement re: Computation of Ratios [Quarterly Report on
Form 10-Q of the Company for the period ended June 30,
1997, 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(a) -- Form T-1 re: Eligibility of Bankers Trust Company to act
as Trustee under the Indenture.
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