8-K 1 apco8k03092009.htm APPALACHIAN POWER COMPANY FORM 8-K apco8k03092009.htm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549


FORM 8-K


CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934


Date of report (Date of earliest event reported)
March 9, 2009

APPALACHIAN POWER COMPANY
(Exact Name of Registrant as Specified in Its Charter)

Virginia
(State or Other Jurisdiction of Incorporation)

1-3457
54-0124790
(Commission File Number)
(IRS Employer Identification No.)

1 Riverside Plaza, Columbus, OH
43215
(Address of Principal Executive Offices)
(Zip Code)

614-716-1000
(Registrant's Telephone Number, Including Area Code)

None
(Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]        Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]        Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 8.01.                                Other Events

On March 9, 2009, Appalachian Power Company (the “Company”) entered into an Underwriting Agreement with Goldman, Sachs & Co., Greenwich Capital Markets, Inc. and Wachovia Capital Markets, LLC (collectively, the “Underwriters”), as representatives of the underwriters named therein, relating to the offering and sale by the Company of $350,000,000 of its 7.95% Senior Notes Series R, due 2020 (the “Notes”).

Item 9.01.                                Financial Statements and Exhibits

(c)           Exhibits

1(a)
Underwriting Agreement, dated March 4, 2009, between the Company and the Underwriters, as representatives of the several underwriters named in Exhibit 1 thereto, in connection with the sale of the Notes.
   
4(a)
Company Order and Officer’s Certificate, between the Company and The Bank of New York Mellon, as trustee, dated March 9, 2009, establishing the terms of the Notes.
   
4(b)
Form of the Notes (included in Exhibit 4(a) hereto).
   
5(a)
Opinion of Thomas G. Berkemeyer regarding the legality of the Notes.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
APPALACHIAN POWER COMPANY
   
   
 
By:    /s/ Thomas G. Berkemeyer                                                            
 
Name: Thomas G. Berkemeyer
 
Title: Assistant Secretary


March 9, 2009

EXHIBIT INDEX

Exhibit Number
Description

 
1(a)
Underwriting Agreement, dated March 4, 2009, between the Company and the Underwriters, as representatives of the several underwriters named in Exhibit 1 thereto, in connection with the sale of the Notes.
     
 
4(a)
Company Order and Officer’s Certificate, between the Company and The Bank of New York Mellon, as trustee, dated March 9, 2009, establishing the terms of the Notes.
     
 
4(b)
Form of the Notes (included in Exhibit 4(a) hereto).
     
 
5(a)
Opinion of Thomas G. Berkemeyer regarding the legality of the Notes.