8-K 1 apco8-k03x2019.htm 8-K APCO $400M SERIES Y SENIOR NOTES Document


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 6, 2019
APPALACHIAN POWER COMPANY
(Exact Name of Registrant as Specified in Its Charter)

1-3457
Virginia
54-0124790
(Commission File Number)
(State or Other Jurisdiction of Incorporation)
(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)
 
 
(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))
[ ]
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
[ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.




Item 8.01.    Other Events

On March 4, 2019, Appalachian Power Company (the “Company”) entered into an Underwriting Agreement with BNP Paribas Securities Corp., J.P. Morgan Securities LLC, MUFG Securities Americas Inc. and SMBC Securities America Inc. as representatives of the underwriters named therein (collectively, the “Underwriters”), relating to the offering and sale by the Company of $400,000,000 aggregate principal amount of 4.50% Senior Notes, Series Y, due 2049 (the “Notes”).

Item 9.01.    Financial Statements and Exhibits

(c)    Exhibits
1(a)
Underwriting Agreement, dated March 4, 2019, 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 Trust Company, N.A., as trustee, dated March 6, 2019, 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/ William E. Johnson
 
Name: William E. Johnson
 
Title: Assistant Secretary


March 6, 2019




EXHIBIT INDEX