Filings Under the Public Utility Holding Company Act of 1935, As Amended (``Act'')

SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-27057]

Filings Under the Public Utility Holding Company Act of 1935, As

Amended (``Act'')

July 30, 1999.

Notice is hereby given that the following filing(s) has/have been

made with the Commission pursuant to provisions of the Act and rules

promulgated under the Act. All interested persons are referred to the

application(s) and/or declaration(s) for complete statements of the

proposed transaction(s) summarized below. The application(s) and/or

declaration(s) and any amendments is/are available for public

inspection through the Commission's Branch of Public Reference.

Interested persons wishing to comment or request a hearing on the

applications(s) and/or declaration(s) should submit their views in

writing by August 23, 1999, to the Secretary, Securities and Exchange

Commission, Washington, DC 20549-0609, and serve a copy on the relevant

applicant(s) and/or declarant(s) at the address(es) specified below.

Proof of service (by affidavit or, in case of an attorney at law, by

certificate) should be filed with the request. Any request for hearing

should identify specifically the issues of facts 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 the

matter. After August 23, 1999, the applicant(s) and/or declaration(s),

as filed or as amended, may be granted and/or permitted to become

effective.

Appalachian Power Company (70-6171)

Appalachian Power Company (``Appalachian'), 40 Franklin Road,

Roanoke, Virginia 24011, an electric public-utility subsidiary company

of American Electric Power Company, Inc., a registered holding company,

has filed a post-effective amendment under sections 9(a), 10 and 12(d)

of the Act and rule 54 under the Act to its application-declaration

previously filed under the Act.

By order dated June 30, 1978 (HCAR No. 20610) (``Order''),

Appalachian was authorized to enter into an agreement of sale

(``Agreement'') with Mason County, West Virginia (``County''). The

Agreement provided for the construction, installation, financing and

sale of certain pollution control facilities (``Facilities'') at

Appalachian's Philip Sporn and Mountaineer Plants. Under the Agreement,

the County may issue and sell its pollution control revenue bonds

(``Revenue Bonds'') or pollution control refunding bonds (``Refunding

Bonds''), in one or more series, and deposit the proceeds with the

trustee (``Trustee'') under an indenture (``Indenture'') entered into

between the County and the Trustee. The proceeds are applied by the

Trustee to the payment of the costs of construction of the Facilities,

or in the case of proceeds from the sale of Refunding Bonds, to the

payment of the principal, premium (if any) and/or interest on Revenue

Bonds to be refunded.

The Order also authorized Appalachian to convey an undivided

interest in a portion of the Facilities to the County, and to reacquire

that interest under an installment sales arrangement requiring

Appalachian to pay as the purchase price semi-annual installments in an

amount, together with other monies held by the Trustee under the

Indenture for that purpose, will enable the County to pay, when due,

the interest and principal on the Revenue Bonds.

The County has issued and sold ten series of bonds contemplated by

the Order. The last issuance was the Series J. Refunding Bonds, in the

aggregate principal amount of $50 million, authorized by supplemental

Commission order on October 7, 1992 (HCAR No. 25659).

It is now proposed that, under the terms of the Agreement,

Appalachian will cause the County to issue and sell its Series K

Refunding Bonds in the aggregate principal amount of up to $30 million.

The Series K Refunding Bonds will bear interest semi-annually at a rate

of interest not exceeding 8% per annum and will mature at a date not

more than forty years from the date of issuance.

The proceeds will be used to provide for the early redemption of

the entire outstanding aggregate principal amount of $30 million of the

County's Series G Revenue Bonds, 7.40%, January 1, 2014.

National Fuel Gas Company, et al. (70-7512)

National Fuel Gas Company (``National''), a registered holding

company, and its nonutility subsidiary, Data-Track Account Services,

Inc. (``Data-Track''), both located at 10 Lafayette Square, Buffalo,

New York 14203, have filed a post-effective amendment to their

application under section 9(a), 10 and 13 of the Act.

By order dated May 6, 1988 (HCAR No. 24639) (``Order''), the

Commission authorized National to acquire all of the common stock of

Data-Track for $500,000, which was to be used as working capital. Data-

Track was acquired to provide certain customer account collection

services, at cost, for National's other subsidiaries. Subsequently, by

order dated March 5, 1991 (HCAR No. 25265), Data-Track was authorized

to expand the scope of its collection services and to borrow up to

$500,000 from the National system money pool as an alternative method

of meeting its working capital needs. Data-Track now proposes to

provide the same types of collection services for nonassociate clients.

American Electric Power Company, Inc., et al. (70-9145)

American Electric Power Company, Inc. (``AEP''), a registered

holding company, and its wholly owned nonutility subsidiaries AEP

Resources, Inc. (``AEPR''), AEP Energy Services, Inc. (``AEPES''), and

AEP Resources Services Company (``Resco''), all located at 1 Riverside

Plaza, Columbus, Ohio 43215, have filed an application-declaration with

this Commission under sections 6(a), 7, 9(a), 10, 12(b), 12(c) and

13(b) of the Act and rules 45, 46, 54, 87 and 90 under the Act.

AEPR requests authority to establish, directly or indirectly, a

company (``Management Company'') that would provide energy-related

services to industrial, commercial and institutional customers in the

United States. AEPR also requests authority to establish, directly or

indirectly, a company (``Capital Company,'' and together with

Management Company, ``New Ventures'') that would provide

[[Page 43002]]

financing to Management Company's customers for certain energy-related

assets (defined below as ``Energy Facilities'') and for the purchase of

service from Management Company. AEPR may establish intermediate

subsidiaries to hold its interests in the New Ventures (``Intermediate

Subsidiaries''), and Management Company and Capital Company may

establish special purpose subsidiaries (``Special Purpose

Subsidiaries'') to conduct the proposed activities.

Management Company Services

The energy-related services to be provided by Management Company

would include energy facility management services, energy conservation

services, procurement services, and other energy and incidental

services. Energy facility management services include the day-to-day

operations, maintenance, management, and other technical and

administrative services required to operate, maintain and manage

certain energy-related assets (``Energy Facilities''). Additionally,

energy facility management services include long-term planning and

budgeting for, and evaluation of, improvement to those assets. Energy

Facilities includes facilities and equipment that are used by

industrial, commercial and institutional entities to produce, convert,

store, and distribute: (i) Thermal energy products, such as processed

steam, heat, hot water, chilled water, and air conditioning; (ii)

electricity; (iii) compressed air; (iv) processed and potable water;

(v) industrial gases, such as nitrogen; and (vi) other similar

products. Energy Facilities also include related facilities that

transport, handle and store fuel, such as coal handling and oil storage

tanks, and facilities that treat waste for these entities, such as

scrubbers, precipitators, cooling towers and water treatment

facilities.

Energy conservation services include: (1) Identification of energy

and other resource efficiency opportunities; (2) design of facility or

of process modifications or enhancements to realize identified energy

and other resource opportunities; (3) management, or direct

construction or installation, of conservation or efficiency equipment;

(4) training of customer personnel in the operation of equipment; (5)

maintenance of energy system; (6) design, management or direct

construction and installation of new and retrofit heating, ventilating

and air conditioning systems, electrical and power systems, motors,

pumps, lighting, water and plumbing systems, and related structures, to

realize energy and other resource efficiency goals or to otherwise meet

a customer's energy-related needs; (7) system monitoring; (8) reporting

of system results; (9) design and implementation of energy conservation

programs; (10) provision of conditioned power services (i.e., services

designed to prevent, control or mitigate adverse effects of power

disturbances on a customer's electrical system to ensure the level of

power quality required by the customer); and (11) other similar or

related activities.

Procurement services include arranging as agent or broker for a

customer to purchase electricity, natural gas, oil, propane and

industrial gases (``Energy Commodities''). In addition, procurement

services include purchasing other commodities and supplies used by, or

distributed through, Energy Facilities on behalf of energy facilities

management or energy conservation services customers described above.

AEP and AEPR also request authority for Management Company to engage in

the purchase and sale, as principal, of electricity, natural gas, and

other Energy Commodities.

Other energy services include development, design, construction,

ownership, sale of Energy Facilities, and of equipment used in, and

improvements to, Energy Facilities. Incidental services include the

sale of products and services incidental to the proposed sale of goods

and services enumerated above and which are closely related to the

consumption of energy and/or the maintenance of Energy Facilities;

provided however, that Management Company would not be involved in the

manufacture of energy related equipment.

Capital Company Services

Capital Company proposes to offer financing for existing Energy

Facilities and improvements and to provide new capital for Energy

Facilities for customers of Management Company through sale and

leaseback, project financing or other creative financing mechanisms.

Assets financed by Capital Company generally will be managed by

Management Company. In addition, Capital Company will make its

financing services available to customers of Management Company to

assist Management Company in connection with its program to provide

energy management and related services to its customers.

Financial Support

Resources will contribute the equity capital required by Management

Company and Capital Company. Management Company may also obtain debt

financing from American, Resources or unaffiliated third parties such

as commercial banks. Loans from American or Resources to Management

Company will be made at the cost of funds incurred by American or

Resources, as the case may be, in accordance with rule 52.

Applicants state that Management Company, Capital Company and the

Special Purpose Subsidiaries intend to issue ownership interests to

third parties. In this regard, AEP requests authority, through December

31, 2002, to enter into guaranties of obligations that AEPR may incur

under agreements with third parties to make capital investments of up

to $250 million in Capital Company and $50 million in Management

Company. In addition, AEP and AEPR request authority to enter into

guarantees (``Subsidiary Guarantees'') through December 31, 2002, of

the debt and other obligations of Management Company, Capital Company

and the Intermediate Subsidiaries in aggregate amounts up to $250

million (``Guarantee Limit''). Further, AEP, AEPR, Management Company

and Capital Company request authority to guarantee the debt and other

obligations of the Special Purpose Subsidiaries through December 31,

2002 \1\ in an amount that, combined with the aggregate outstanding

amount of Subsidiary Guarantees, will not exceed the Guarantee Limit.

Debt financing of Capital Company, Management Company, any Intermediate

Subsidiary or any Special Purpose Subsidiary which is subject to the

proposed guaranties will not exceed a term of 15 years.

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\1\ Any guarantee of the obligations of Management Company,

Capital Company, any Intermediate Subsidiary or any Special Purpose

Subsidiary outstanding on December 31, 2002 would expire in

accordance with its terms.

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Affiliate Transactions

AEPES and Resco request an exemption from the at cost requirements

of section 13(b) for the sale of certain goods and services by AEPES,

Resco, and other subsidiaries of Resources to Management Company,

Capital Company, and the Special Purpose Subsidiaries. Any sale of

services by any utility subsidiary of AEP or by American Electric Power

Services Corporation, a service company subsidiary of AEP, to

Management Company, Capital Company, and the Special Purpose

Subsidiaries would be at cost. In addition, Management Company requests

authority to provide services at fair market value, under certain

circumstances, to any associate

[[Page 43003]]

company in the AEP system that is an exempt wholesale generator or

foreign utility company, as each are defined in section 32 and 33 of

the Act, respectively, or that is a qualifying facility.

Payment of Dividends

Further, AEP and AEPR request authority for Management Company,

Capital Company, the Intermediate Subsidiaries and the Special Purpose

Subsidiaries to declare and pay dividends from time to time out of

capital or unearned surplus.

For the Commission by the Division of Investment Management,

under delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 99-20299 Filed 8-5-99; 8:45 am]

BILLING CODE 8010-01-M