File No. 70-9353
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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POST-EFFECTIVE AMENDMENT NO. 8
TO
FORM U-1
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APPLICATION OR DECLARATION
under the
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
* * *
AMERICAN ELECTRIC POWER COMPANY, INC.
AEP RESOURCES, INC.
AEP ENERGY SERVICES, INC.
1 Riverside Plaza, Columbus, Ohio 43215
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(Name of company or companies filing this statement
and addresses of principal executive offices)
* * *
AMERICAN ELECTRIC POWER COMPANY, INC.
1 Riverside Plaza, Columbus, Ohio 43215
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(Name of top registered holding company
parent of each applicant or declarant)
A. A. Pena, Senior Vice President and Treasurer
AMERICAN ELECTRIC POWER SERVICE CORPORATION
1 Riverside Plaza, Columbus, Ohio 43215
* * *
Susan Tomasky, General Counsel
AMERICAN ELECTRIC POWER SERVICE CORPORATION
1 Riverside Plaza, Columbus, Ohio 43215
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(Names and addresses of agents for service)
American Electric Power Company, Inc. ("AEP"), a holding company
registered under the Public Utility Holding Company Act of 1935, as amended
("1935 Act"), AEP Energy Services, Inc. ("AEPES") and AEP Resources, Inc.
("Resources"), wholly-owned non-utility subsidiaries of AEP, hereby amend the
Form U-1 Application-Declaration in File No. 70-9353 and restate the
Application-Declaration in the following respects. In all other respects the
Application-Declaration as previously filed and amended will remain the same.
ITEM 1. DESCRIPTION OF PROPOSED TRANSACTIONS
Pursuant to orders of the Commission dated November 2, 1998 (HCAR No.
26933) and December 22, 1999 (HCAR No. 27120)(the "70-9353 Orders"), with
respect to the Application-Declaration, Applicants were authorized to acquire in
one or more transactions from time to time through December 31, 2003 (the
"Authorization Period"), non-utility energy assets in the United States,
including, without limitation, natural gas production, gathering, processing,
storage and transportation facilities and equipment, liquid oil reserves and
storage facilities, and associated facilities (collectively, "Energy Assets"),
that would be incidental to and would assist Applicants and their subsidiaries
(or any other energy trading, marketing or brokering subsidiary hereafter
acquired by Applicants) in connection with energy marketing, brokering and
trading. Applicants were authorized to invest up to $2.0 billion (the
"Investment Limitation") during the Authorization Period in such Energy Assets
or in the equity securities of companies substantially all of whose physical
properties consist of such Energy Assets.
By orders dated September 13, 1996 (HCAR No. 26572), September 27, 1996
(HCAR No. 26583), May 2, 1997 (HCAR No. 26713), November 30, 1998 (HCAR No.
26947) and April 7, 1999 (HCAR No. 26998), the Commission authorized AEP to
form direct or indirect nonutility subsidiaries to broker and market electric
power, natural and manufactured gas, emission allowances, coal, oil, refined
petroleum products and natural gas liquids in the United States.
("Commodities Business"). By order dated August 19, 1999 (HCAR No. 27062),
the Commission authorized AEP to engage in the Commodities Business in Canada.
Applicants hereby request that the Commission authorize Applicants to
acquire, in one or more transactions from time to time during the Authorization
Period, Energy Assets in Canada. As in the United States, such Energy Assets
would be incidental to and would assist Applicants and their subsidiaries (or
any other energy trading, marketing or brokering subsidiary hereafter acquired
by Applicants) in connection with the Commodities Business in Canada. Approval
of this request would be consistent with (i) the Commission's precedent
authorizing the Commodity Business in Canada, (ii) the Commission's recognition
of the integration of the North American energy market and the competitive
benefits of allowing holding companies to transact the Commodity Business in
Canada, and (iii) recent trends in energy policy as reflected in legislative and
administrative action taken by the United States Congress and U.S. regulatory
authorities.1
Pursuant to the authority granted by the Commission in the 70-9353 Orders,
Applicants have, among other things, acquired midstream gas assets, including
intrastate pipeline systems in Louisiana and Texas, natural gas processing
plants and storage facilities. Applicants hereby request that the Commission
authorize increasing the Investment Limitation from $2.0 billion to $4.0
billion. This increased authority is needed to enable Applicants and their
subsidiaries to continue to add non-utility, marketing-related assets as and
when market conditions warrant, whether through acquisitions of specific assets
or groups of assets that are offered for sale, or by acquiring existing
companies (for example, other gas marketing companies which own significant
physical assets in the areas of gas production, processing, storage, and
transportation).
ITEM 2. FEES, COMMISSIONS and EXPENSES
The fees, commissions and expenses incurred or expected to be incurred in
connection with the transactions proposed in this Post-Effective Amendment are
estimated not to exceed $2,000, including fees and expenses to be billed at cost
by American Electric Power Service Corporation.
ITEM 3. APPLICABLE STATUTORY PROVISIONS
Sections 6, 7, 9, 10 and 12 and Rule 54 under the 1935 Act may be
applicable with respect to the proposed activities.
To the extent that the proposed transactions are considered by the
Commission to require authorization, approval or exemption under any section of
the 1935 Act or provision of the rules or regulations other than those
specifically referred to herein, request for such authorization, approval or
exemption is hereby made.
Compliance with Rule 54
Rule 54 provides that, in determining whether to approve an application
which does not relate to any EWG or FUCO, the Commission shall not consider the
effect of the capitalization or earnings of any such EWG or FUCO which is a
subsidiary of a registered holding company if the requirements of Rule 53(a),
(b) and (c) are satisfied.
AEP consummated the merger with Central and South West Corporation on June
15, 2000 pursuant to an order issued June 14, 2000 (HCAR No. 27186), which
further authorized AEP to invest up to 100% of its consolidated retained
earnings, with consolidated retained earnings to be calculated on the basis of
the combined consolidated retained earnings of AEP and CSW (as extended pursuant
to HCAR No. 27316, December 26, 2000, the "Rule 53(c) Order").
AEP currently meets all of the conditions of Rule 53(a) and none of the
conditions set forth in Rule 53(b) exist or will exist as a result of the
transactions proposed herein.
Rule 53(a)(1) At June 30, 2001, AEP's "aggregate investment", as defined
in Rule 53(a)(1), in EWGs and FUCOs was approximately $1.315 billion, or about
40.6% of AEP's "consolidated retained earnings", also as defined in Rule
53(a)(1), for the four quarters ended June 30, 2001 ($3.242 billion).
Rule 53(a)(2) Each FUCO in which AEP invests will maintain books and
records and make available the books and records required by Rule 53(a)(2).
Rule 53(a)(3) No more than 2% of the employees of the electric utility
subsidiaries of AEP will, at any one time, directly or indirectly, render
services to any FUCO.
Rule 53(a)(4) AEP has submitted and will submit a copy of Item 9 and
Exhibits G and H of AEP's Form U5S to each of the public service commissions
having jurisdiction over the retail rates of AEP's electric utility
subsidiaries.
Rule 53(b) (i) Neither AEP nor any subsidiary of AEP is the subject of any
pending bankruptcy or similar proceeding; (ii) AEP's average consolidated
retained earnings for the four quarters ended June 30, 2001 ($3,242,159,000)
represented a decrease of approximately $302,490,000 (or 8.5%) in the average
consolidated retained earnings from the four quarters ended June 30, 2000
($3,544,649,000); and (iii) for the fiscal year ended December 31, 2000, AEP did
not report operating losses attributable to its direct or indirect investments
in EWGs and FUCOs.
AEP's interests in EWGs and FUCOs have made a positive contribution to
earnings over the four calendar years ending after the Rule 53(c) Order.
Accordingly, since the date of the Rule 53(c) Order, the capitalization and
earnings attributable to AEP's investments in EWGs and FUCOs has not had an
adverse impact on AEP's financial integrity.
ITEM 4. REGULATORY APPROVAL
Applicants will obtain any required state commission approvals prior to
the acquisition of Energy Assets. The pre-notification requirements of the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 may apply to certain
acquisitions of Energy Assets or companies owning Energy Assets, depending upon,
among other factors, the dollar amount of any such transaction. Also, the FERC
may have jurisdiction over acquisitions of companies owning Energy Assets.
ITEM 5. PROCEDURE
The Commission is requested to publish a notice under Rule 23 with respect
to the filing of this Application or Declaration as soon as practicable.
Applicants request that the Commission's Order be issued as soon as the rules
allow, and that there should not be a 30-day waiting period between issuance of
the Commission's order and the date on which the order is to become effective.
Applicants hereby waive a recommended decision by a hearing officer or any other
responsible officer of the Commission and consents that the Division of
Investment Management may assist in the preparation of the Commission's decision
and/or order, unless the Division opposes the matters proposed herein.
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS
Exhibit F Opinion of Counsel (To be filed by amendment)
Exhibit H-1 Form of Notice
ITEM 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS
As described in Item 1, the proposed transactions are of a routine and
strictly financial nature in the ordinary course of AEP's business. Accordingly,
the Commission's action in this matter will not constitute any major federal
action significantly affecting the quality of the human environment. No other
federal agency has prepared or is preparing an environmental impact statement
with regard to the proposed transactions.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, the undersigned companies have duly caused this statement to be signed on
their behalf by the undersigned thereunto duly authorized.
AMERICAN ELECTRIC POWER COMPANY, INC.
AEP ENERGY SERVICES, INC.
AEP RESOURCES, INC.
By: _/s/ A. A. Pena__
A. A. Pena
Treasurer
Dated: August 27, 2001
Exhibit H-1
UNITED STATES OF AMERICA
before the
SECURITIES AND EXCHANGE COMMISSION
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Release No. /September , 2001
. . . . . . . . . . . . . . . . . . . . .
:
In the Matter of :
:
AMERICAN ELECTRIC POWER COMPANY, INC. :
AEP ENERGY SERVICES, INC. :
AEP RESOURCES, INC. :
1 Riverside Plaza :
Columbus, Ohio 43215 :
:
(70-9353) :
:
. . . . . . . . . . . . . . . . . . . . .
NOTICE OF PROPOSED INVESTMENTS
American Electric Power Company, Inc. ("AEP"), a registered holding
company, AEP Energy Services, Inc. ("AEPES") and AEP Resources, Inc.
("Resources"), non-utility subsidiaries of AEP, sometimes hereinafter
collectively referred to as the "Applicants", have filed with the Commission an
Application or Declaration pursuant to the Public Utility Holding Company Act of
1935 (the "1935 Act"), designating Sections 6(a), 7, 9(a), 10 and 12(b), and
Rules 45, 52 and 54 promulgated thereunder as applicable the proposed
transactions.
Pursuant to orders of the Commission dated November 2, 1998 (HCAR No.
26933) and December 22, 1999 (HCAR No. 27120)(the "70-9353 Orders"), with
respect to the Application-Declaration, Applicants were authorized to acquire in
one or more transactions from time to time through December 31, 2003 (the
"Authorization Period"), non-utility energy assets in the United States,
including, without limitation, natural gas production, gathering, processing,
storage and transportation facilities and equipment, liquid oil reserves and
storage facilities, and associated facilities (collectively, "Energy Assets"),
that would be incidental to and would assist Applicants and their subsidiaries
(or any other energy trading, marketing or brokering subsidiary hereafter
acquired by Applicants) in connection with energy marketing, brokering and
trading. Applicants were authorized to invest up to $2.0 billion (the
"Investment Limitation") during the Authorization Period in such Energy Assets
or in the equity securities of companies substantially all of whose physical
properties consist of such Energy Assets.
By orders dated September 13, 1996 (HCAR No. 26572), September 27, 1996
(HCAR No. 26583), May 2, 1997 (HCAR No. 26713), November 30, 1998 (HCAR No.
26947) and April 7, 1999 (HCAR No. 26998), the Commission authorized AEP to
form direct or indirect nonutility subsidiaries to broker and market electric
power, natural and manufactured gas, emission allowances, coal, oil, refined
petroleum products and natural gas liquids in the United States.
("Commodities Business"). By order dated August 19, 1999 (HCAR No. 27062),
the Commission authorized AEP to engage in the Commodities Business in Canada.
Applicants hereby request that the Commission authorize Applicants to
acquire, in one or more transactions from time to time during the Authorization
Period, Energy Assets in Canada. As in the United States, such Energy Assets
would be incidental to and would assist Applicants and their subsidiaries (or
any other energy trading, marketing or brokering subsidiary hereafter acquired
by Applicants) in connection with the Commodities Business in Canada. Approval
of this request would be consistent with (i) the Commission's precedent
authorizing the Commodity Business in Canada, (ii) the Commission's recognition
of the integration of the North American energy market and the competitive
benefits of allowing holding companies to transact the Commodity Business in
Canada, and (iii) recent trends in energy policy as reflected in legislative and
administrative action taken by the United States Congress and U.S. regulatory
authorities.2
Pursuant to the authority granted by the Commission in the 70-9353 Orders,
Applicants have, among other things, acquired midstream gas assets, including
intrastate pipeline systems in Louisiana and Texas, natural gas processing
plants and storage facilities. Applicants hereby request that the Commission
authorize increasing the Investment Limitation from $2.0 billion to $4.0
billion. This increased authority is needed to enable Applicants and their
subsidiaries to continue to add non-utility, marketing-related assets as and
when market conditions warrant, whether through acquisitions of specific assets
or groups of assets that are offered for sale, or by acquiring existing
companies (for example, other gas marketing companies which own significant
physical assets in the areas of gas production, processing, storage, and
transportation).
The Application or Declaration and any amendments thereto are available
for public inspection through the Commission's Office of Public Reference.
Interested persons wishing to comment or request a hearing should submit their
views in writing by September , 2001 to the Secretary, Securities and Exchange
Commission, Washington, D.C. 20549, and serve a copy on the declarant at the
address specified above. Proof of service (by affidavit or, in case of any
attorney at law, by certificate) should be filed with the request. Any request
for a hearing shall identify specifically the issues of fact or law that are
disputed. A person who so requests will be notified of any hearing, if ordered,
and will receive a copy of any notice or order issued in this matter. After said
date, the Application or Declaration, as filed or as it may be amended, may be
permitted to become effective.
For the Commission, by the Office of Public Utility Regulation, pursuant
to delegated authority.
Jonathan G. Katz
Secretary
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1 See the Commission's analysis in HCAR No. 27062 (August 19, 1999) for a
thorough discussion of the integration of North American energy markets.
2 See the Commission's analysis in HCAR No. 27062 (August 19, 1999) for a
thorough discussion of the integration of North American energy markets.