Obligation Appalachian Energy 5% ( US037735CD72 ) en USD

Appalachian Energy

100 % ⇌

Etas-Unis

US037735CD72 ( en USD )

5% par an ( paiement semestriel )

01/06/2017 - Obligation échue

Prospectus brochure de l'obligation Appalachian Power US037735CD72 en USD 5%, échue

1 000 USD

250 000 000 USD

037735CD7

A- ( Qualité moyenne supérieure )

Baa1 ( Qualité moyenne inférieure )

Appalachian Power est une filiale d'American Electric Power, fournissant de l'électricité à plus de 1 million de clients dans le sud-ouest de la Virginie, dans l'ouest de la Virginie-Occidentale et dans une petite partie du Tennessee et du Kentucky.

L'Obligation émise par Appalachian Energy ( Etas-Unis ) , en USD, avec le code ISIN US037735CD72, paye un coupon de 5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/06/2017

L'Obligation émise par Appalachian Energy ( Etas-Unis ) , en USD, avec le code ISIN US037735CD72, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Appalachian Energy ( Etas-Unis ) , en USD, avec le code ISIN US037735CD72, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

Prospectus Supplement $400 Million, Series J and K
424B2 1 apcops4246205.htm PROSPECTUS SUPPLEMENT $400 MILLION, SERIES J AND K
PROSPECTUS SUPPLEMENT
(To prospectus dated May 12, 2005)
$400,000,000
APPALACHIAN POWER COMPANY
$150,000,000 4.40% Senior Notes, Series J, due 2010
$250,000,000 5% Senior Notes, Series K, due 2017

Interest on the Series J Notes and Series K Notes (collectively, the "Senior Notes") is payable
semi-annually on June 1 and December 1 of each year, beginning December 1, 2005. The Series J
Notes will mature on June 1, 2010. The Series K Notes will mature on June 1, 2017. We may
redeem the Senior Notes at our option at any time either as a whole or in part at a redemption
price equal to 100% of the principal amount of the Senior Notes being redeemed plus a make-
whole premium, together with accrued and unpaid interest to the redemption date. The Senior
Notes do not have the benefit of any sinking fund.
The Senior Notes are unsecured and rank equally with all of our other unsecured and
unsubordinated indebtedness from time to time outstanding and will be effectively subordinated
to all of our secured debt from time to time outstanding, including $175,000,000 of outstanding
first mortgage bonds as of June 1, 2005. We will issue the Senior Notes only in registered form in
multiples of $1,000.

Per
Per
Series
Series

J Note

Total

K Note
Total

Public offering price (1)
99.810%
$149,715,000
99.956%
$249,890,000
Underwriting discount
0.600%
$
900,000
0.675%
$ 1,687,500
Proceeds, before expenses, to
Appalachian Power Company
99.210%
$148,815,000
99.281%
$248,202,500
(1) Plus accrued interest, if any, from June 7, 2005.

INVESTING IN THESE NOTES INVOLVES RISKS. SEE THE SECTION ENTITLED
"RISK FACTORS" BEGINNING ON PAGE S-3 OF THIS PROSPECTUS SUPPLEMENT
FOR MORE INFORMATION.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has
approved or disapproved of the Senior Notes or determined that this prospectus supplement or the
accompanying prospectus is accurate or complete. Any representation to the contrary is a
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Prospectus Supplement $400 Million, Series J and K
criminal offense.
The Senior Notes will be ready for delivery in book-entry form only through The Depository
Trust Company on or about June 7, 2005.

Joint Book-Running Managers
Barclays Capital
RBS Greenwich Capital
KeyBanc Capital Markets

(2017 Notes)
(2010 Notes)

Co-Managers
ABN AMRO IncorporatedCalyon Securities (USA)Credit Suisse First BostonWachovia Securities
The date of this prospectus supplement is June 2, 2005.
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Prospectus Supplement $400 Million, Series J and K
TABLE OF CONTENTS

Prospectus Supplement

Page
RISK FACTORS
S-3
USE OF PROCEEDS
S-3
SUPPLEMENTAL DESCRIPTION OF THE SENIOR NOTES
S-3
Principal Amount, Maturity and Interest
S-3
Optional Redemption
S-4
Limitation on Liens
S-5
Additional Information
S-6
UNDERWRITING
S-6

Prospectus

THE COMPANY
2
PROSPECTUS SUPPLEMENTS
2
RISK FACTORS
2
WHERE YOU CAN FIND MORE INFORMATION
2
RATIO OF EARNINGS TO FIXED CHARGES
2
USE OF PROCEEDS
3
DESCRIPTION OF THE NOTES
4
PLAN OF DISTRIBUTION
9
LEGAL OPINIONS
10
EXPERTS
10

You should rely only on the information incorporated by reference or provided in this
prospectus supplement or the accompanying prospectus. We have not authorized anyone to
provide you with different information. We are not making an offer of these securities in
any state where the offer is not permitted. You should not assume that the information in
this prospectus supplement is accurate as of any date other than the date on the front of the
document.
S-2
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Prospectus Supplement $400 Million, Series J and K

RISK FACTORS
Investing in the Senior Notes involves risk. Please see the risk factors in our Annual Report on
Form 10-K, as amended, for the fiscal year ended December 31, 2004, along with disclosure
related to the risk factors contained in our Quarterly Report on Form 10-Q for the quarter ended
March 31, 2005, which are incorporated by reference in this prospectus supplement and the
accompanying prospectus. Before making an investment decision, you should carefully consider
these risks as well as other information contained or incorporated by reference in this prospectus
supplement and the accompanying prospectus. The risks and uncertainties not presently known to
us or that we currently deem immaterial may also impair our operations, our financial results and
the value of the Senior Notes.
USE OF PROCEEDS
The Company proposes to use the net proceeds from the sale of the Senior Notes to pay at
maturity certain of its outstanding debt. Proceeds may be temporarily invested in short-term
instruments pending their application to the foregoing purposes. The Company's 4.80% Senior
Notes, Series E, due June 15, 2005 in the aggregate principal amount of $450,000,000 will be
paid at maturity using the net proceeds of the sale of the Senior Notes as well as cash flow from
operations and short term borrowings.
SUPPLEMENTAL DESCRIPTION OF THE SENIOR NOTES
The following description of the particular terms of the Senior Notes supplements and in certain
instances replaces the description of the general terms and provisions of the Senior Notes under
"Description of the Notes" in the accompanying prospectus. We will issue the Senior Notes under
an Indenture, dated as of January 1, 1998, between us and The Bank of New York, as Trustee, as
supplemented and amended and as to be further supplemented and amended.
Principal Amount, Maturity and Interest
The Series J Notes and Series K Notes will initially be issued in an aggregate principal amount of
$150,000,000 and $250,000,000, respectively. We may, without consent of the holders of either
series of the Senior Notes, issue additional notes having the same ranking, interest rate, maturity
and other terms as the applicable Senior Notes. These notes, together with the applicable Senior
Notes, will be a single series of notes under the Indenture.
The Series J Notes will mature and become due and payable, together with any accrued and
unpaid interest, on June 1, 2010 and will bear interest at the rate of 4.40% per year from June 7,
2005 until June 1, 2010. The Series J Notes are not subject to any sinking fund provision.
The Series K Notes will mature and become due and payable, together with any accrued and
unpaid interest, on June 1, 2017 and will bear interest at the rate of 5% per year from June 7,
2005 until June 1, 2017. The Series K Notes are not subject to any sinking fund provision.
S-3
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Prospectus Supplement $400 Million, Series J and K
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Prospectus Supplement $400 Million, Series J and K
Interest on each Senior Note will be payable semi-annually in arrears on each June 1 and
December 1 and at redemption, if any, or maturity. The initial interest payment date is December
1, 2005. Each payment of interest shall include interest accrued through the day before such
interest payment date. Interest on the Senior Notes will be computed on the basis of a 360-day
year consisting of twelve 30-day months.
We will pay interest on the Senior Notes (other than interest payable at redemption, if any, or
maturity) in immediately available funds to the owners of the Senior Notes as of the Regular
Record Date (as defined below) for each interest payment date.
We will pay the principal of the Senior Notes and any premium and interest payable at
redemption, if any, or at maturity in immediately available funds at the office of The Bank of
New York, 101 Barclay Street in New York, New York.
If any interest payment date, redemption date or the maturity is not a Business Day (as defined
below), we will pay all amounts due on the next succeeding Business Day and no additional
interest will be paid.
"Business Day" means any day that is not a day on which banking institutions in New York City
are authorized or required by law or regulation to close.
The "Regular Record Date" will be the May 15 or November 15 prior to the relevant interest
payment date.
Optional Redemption
We may redeem the Senior Notes at our option at any time, upon no more than 60 and not less
than 30 days' notice by mail. We may redeem the Senior Notes either as a whole or in part at a
redemption price equal to the greater of (1) 100% of the principal amount of the Senior Notes
being redeemed and (2) the sum of the present values of the remaining scheduled payments of
principal and interest on the Senior Notes being redeemed (excluding the portion of any such
interest accrued to the date of redemption) discounted (for purposes of determining present value)
to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-
day months) at the Treasury Rate (as defined below) plus 15 basis points for the Series J Notes
and 20 basis points for the Series K Notes, plus, in each case, accrued interest thereon to the date
of redemption.
"Comparable Treasury Issue" means the United States Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining term of the
Senior Notes that would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Senior Notes.
"Comparable Treasury Price" means, with respect to any redemption date, (1) the average of the
Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and
lowest such Reference Treasury Dealer Quotations, or (2) if we obtain fewer than
S-4
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Prospectus Supplement $400 Million, Series J and K
four such Reference Treasury Dealer Quotations, the average of all such quotations.
"Independent Investment Banker" means one of the Reference Treasury Dealers appointed by us
and reasonably acceptable to the Trustee.
"Reference Treasury Dealer" means a primary U.S. Government Securities Dealer selected by us
and reasonably acceptable to the Trustee.
"Reference Treasury Dealer Quotation" means, with respect to the Reference Treasury Dealer
and any redemption date, the average, as determined by the Trustee, of the bid and asked prices
for the Comparable Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Trustee by such Reference Treasury Dealer at or before 5:00 p.
m., New York City time, on the third Business Day preceding such redemption date.
"Treasury Rate" means, with respect to any redemption date, the rate per year equal to the semi-
annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date.
Limitations on Liens
So long as any of our Senior Notes issued pursuant to this prospectus supplement are outstanding,
we will not create or suffer to be created or to exist any additional mortgage, pledge, security
interest, or other lien (collectively "Liens") on any of our utility properties or tangible assets now
owned or hereafter acquired to secure any indebtedness for borrowed money ("Secured Debt"),
without providing that such Senior Notes will be similarly secured. This restriction does not
apply to our subsidiaries, nor will it prevent any of them from creating or permitting to exist
Liens on their property or assets to secure any Secured Debt. Further, this restriction on Secured
Debt does not apply to our existing first mortgage bonds that have previously been issued under
our mortgage indenture or any indenture supplemental thereto; provided that this restriction will
apply to future issuances thereunder (other than issuances of refunding first mortgage bonds). In
addition, this restriction does not prevent the creation or existence of:
- Liens on property existing at the time of acquisition or construction of such property (or
created within one year after completion of such acquisition or construction), whether by
purchase, merger, construction or otherwise, or to secure the payment of all or any part of the
purchase price or construction cost thereof, including the extension of any Liens to repairs,
renewals, replacements, substitutions, betterments, additions, extensions and improvements
then or thereafter made on the property subject thereto;

- Financing of our accounts receivable for electric service;

- Any extensions, renewals or replacements (or successive extensions, renewals or
replacements), in whole or in part, of liens permitted by the foregoing clauses; and
S-5
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Prospectus Supplement $400 Million, Series J and K
- The pledge of any bonds or other securities at any time issued under any of the Secured Debt
permitted by the above clauses.
In addition to the permitted issuances above, Secured Debt not otherwise so permitted may be
issued in an amount that does not exceed 15% of Net Tangible Assets as defined below.
"Net Tangible Assets" means the total of all assets (including revaluations thereof as a result of
commercial appraisals, price level restatement or otherwise) appearing on our balance sheet, net
of applicable reserves and deductions, but excluding goodwill, trade names, trademarks, patents,
unamortized debt discount and all other like intangible assets (which term shall not be construed
to include such revaluations), less the aggregate of our current liabilities appearing on such
balance sheet. For purposes of this definition, our balance sheet does not include assets and
liabilities of our subsidiaries.
This restriction also will not apply to or prevent the creation or existence of leases made, or
existing on property acquired, in the ordinary course of business.
Additional Information
For additional important information about the Senior Notes, see "Description of the Notes" in
the accompanying prospectus, including: (i) additional information about the terms of the Senior
Notes, (ii) general information about the Indenture and the trustee, and (iii) a description of
events of default under the Indenture.
UNDERWRITING
Barclays Capital Inc. and KeyBanc Capital Markets, a division of McDonald Investments Inc.,
are acting as representatives of the underwriters named below with respect to the Series J Notes
and Barclays Capital Inc. and Greenwich Capital Markets, Inc. are acting as representatives of the
underwriters named below with respect to the Series K Notes. Subject to the terms and conditions
of the underwriting agreement, we have agreed to sell to each of the underwriters named below
and each of the underwriters has severally and not jointly agreed to purchase from us the
respective principal amount of Senior Notes set forth opposite its name below:
Principal
Amount

of Series J
Underwriter

Notes
Barclays Capital Inc
$
52,500,000
KeyBanc Capital Markets, a division of McDonald Investments Inc.

52,500,000
Greenwich Capital Markets, Inc.

30,000,000
ABN AMRO Incorporated

3,750,000
Calyon Securities (USA) Inc.

3,750,000
Credit Suisse First Boston LLC

3,750,000
Wachovia Capital Markets, LLC

3,750,000

$
150,000,000
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Prospectus Supplement $400 Million, Series J and K
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Document Outline

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- #1">Prospectus Supplement $400 Million, Series J and K