<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
American Electric Power Company, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
American Electric Power Company, Inc.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
AMERICAN ELECTRIC POWER
COMPANY, INC.
1 Riverside Plaza
Columbus, OH 43215 [LOGO]
March 9, 1995
Dear Shareholder:
This year's annual meeting of shareholders will be held in
the Alumni Memorial Union, University of Findlay, 1000 North
Main Street, Findlay, Ohio, on Wednesday, April 26, 1995 at
9:30 a.m.
Your Board of Directors and I cordially invite you to attend.
During the course of the meeting there will be the usual time
for discussion of the items on the agenda and for questions
regarding the Company's affairs. Directors and officers will
be available to talk individually with shareholders before
and after the meeting.
E. LINN DRAPER, JR.
Chairman of the Board,
President and
Chief Executive Officer
ADMISSION TO THE MEETING WILL BE BY TICKET ONLY. IF YOU PLAN
TO ATTEND THE MEETING, PLEASE MARK THE BOX PROVIDED ON THE
ENCLOSED PROXY CARD, OR SEND A REQUEST IN LIEU OF THE CARD,
AND WE WILL SEND YOU AN ADMISSION TICKET ABOUT TWO WEEKS
PRIOR TO THE MEETING DATE. If we receive your request for a
ticket after April 19, your ticket will be held for you at
the door. Attendance at the meeting will be limited to
shareholders or their proxies. A shareholder may designate up
to three proxies to represent him or her at the meeting.
In order to ensure maximum shareholder representation at the
meeting, I urge each of you, whether or not you expect to
attend in person, to fill in, date, sign and return your
proxy promptly in the enclosed envelope.
Sincerely,
[SIGNATURE]
<PAGE>
NOTICE OF 1995 ANNUAL MEETING
March 9, 1995
Columbus, Ohio
THE ANNUAL MEETING of shareholders of AMERICAN ELECTRIC POWER COMPANY, INC.,
a New York corporation, will be held in the Alumni Memorial Union, University of
Findlay, 1000 North Main Street, Findlay, Ohio, on Wednesday, April 26, 1995 at
9:30 o'clock in the morning, for the following purposes:
1. To elect 12 directors to hold office until the next annual meeting and
until their successors are duly elected;
2. To approve the firm of Deloitte & Touche LLP as independent auditors for
the year 1995; and
3. To consider and act on such other matters as may properly come before the
meeting.
Only shareholders of record at the close of business on March 8, 1995 are
entitled to notice of and to vote at the meeting or any adjournment thereof.
G.P. Maloney
SECRETARY
<PAGE>
PROXY STATEMENT
March 9, 1995
THIS PROXY STATEMENT and the accompanying proxy card are to be mailed to
shareholders, commencing on or about March 21, 1995, in connection with the
solicitation of proxies by the Board of Directors of American Electric Power
Company, Inc., 1 Riverside Plaza, Columbus, Ohio 43215, for the annual meeting
of shareholders to be held on April 26, 1995 in Findlay, Ohio.
Only the holders of shares of Common Stock at the close of business on March
8, 1995 are entitled to vote at the meeting. Each such holder has one vote for
each share held on all matters to come before the meeting. On March 8, 1995,
there were 185,235,000 shares of Common Stock, $6.50 par value, outstanding.
When proxy cards are returned properly signed, the shares represented
thereby will be voted by the persons named on the proxy card or by their
substitutes in accordance with shareholders' directions. The proxy cards of
shareholders who are participants in the Dividend Reinvestment and Stock
Purchase Plan include both the shares registered in their names and the whole
shares held in their Plan accounts on March 8, 1995. Shareholders are urged to
grant or withhold authority to vote for the nominees for directors listed on the
proxy card and to specify their choice between approval or disapproval of, or
abstention with respect to, the other matter by marking the appropriate box on
the proxy card. If a proxy card is signed and returned without choices marked,
it will be voted for the nominees for directors listed on the card and as
recommended by the Board of Directors with respect to other matters. A
shareholder giving a proxy may revoke it at any time before it is exercised at
the meeting by giving notice of its revocation to the Company, by executing
another proxy dated after the proxy to be revoked, or by attending the meeting
and voting in person.
<PAGE>
1. ELECTION OF DIRECTORS
TWELVE DIRECTORS are to be elected by a plurality of the votes cast at the
meeting to hold office until the next annual meeting and until their successors
have been elected. The Restated Certificate of Incorporation of the Company
provides that the number of directors of the Company shall be such number, not
less than 12 nor more than 17, as shall be determined from time to time, as
prescribed in the By-Laws, by resolution of the Board of Directors. On July 27,
1994, the Board of Directors adopted a resolution increasing the number of
directors constituting the entire Board from 12 to 13, and elected Mr. Donald G.
Smith to fill the vacancy thus created. In addition, on January 25, 1995, the
Board of Directors adopted a resolution reducing the number of directors from 13
to 12 to reflect the retirement of Mr. A. Joseph Dowd.
The 12 nominees named on pages 3-6 were selected by the Board of Directors
on the recommendation of the Committee on Directors of the Board. The proxies
named on the proxy card or their substitutes will vote for the Board's nominees,
unless instructed otherwise. Shareholders may withhold authority to vote for any
or all of such nominees on the proxy card. Except for Mr. Donald G. Smith, who
is standing for election for the first time, all of the Board's nominees were
elected by the shareholders at the 1994 annual meeting. It is not expected that
any of the nominees will be unable to stand for election or be unable to serve
if elected. In the event that a vacancy in the slate of nominees should occur
before the meeting, the proxies may be voted for another person nominated by the
Board of Directors.
Shareholders have the right to vote cumulatively for the election of
directors. This means that in the voting at the meeting each shareholder, or his
proxy, may multiply the number of his shares by 12 -- the number of directors to
be elected -- and then cast the resulting total number of votes for a single
nominee, or distribute such votes on the ballot among any two or more nominees
as desired. The proxies designated by the Board of Directors will not cumulate
the votes of the shares they represent.
The following brief biographies of the nominees include their principal
occupations, ages on the date of this statement, accounts of their business
experience and names of certain companies of which they are directors. Data with
respect to the number of shares of the Company's Common Stock beneficially owned
by each of them appears on pages 20 and 21.
2
<PAGE>
NOMINEES FOR DIRECTOR
<TABLE>
<C> <S> <C>
PETER J. DEMARIA Received his B.A. in 1955 from Queens College and
[PHOTO] TREASURER OF THE COMPANY; M.B.A. in 1963 from New York University. Certified
EXECUTIVE VICE PRESIDENT -- Public Accountant (1965). Joined AEP Service
ADMINISTRATION AND CHIEF Corporation in 1959. In 1978 became senior vice
ACCOUNTING OFFICER, AEP SERVICE president and chief accounting officer of AEP Ser-
CORPORATION vice Corporation and treasurer of the Company and
Age 60 in 1984 became executive vice president -- admin-
Director since 1993 istration of AEP Service Corporation.
--------------------------------------------------------------------------------------
E. LINN DRAPER, JR. Received his B.A. and B.S. (chemical engineering)
[PHOTO] CHAIRMAN, PRESIDENT AND CHIEF degrees from Rice University in 1964 and 1965,
EXECUTIVE OFFICER OF THE COMPANY respectively, and Ph.D. (nuclear engineering) in
AND AEP SERVICE CORPORATION; 1970 from Cornell University. Joined Gulf States
CHAIRMAN AND CHIEF EXECUTIVE Utilities Company, an unaffiliated electric
OFFICER OF ALL OTHER MAJOR utility, in 1979. Chairman of the board, president
COMPANY SUBSIDIARIES and chief executive officer of Gulf States
Age 53 (1987-1992). Elected president of the Company and
Director since 1992 president and chief operating officer of AEP
Service Corporation in March 1992 and chairman of
the board and chief executive officer of the
Company and all of its major subsidiaries in April
1993. A director of VECTRA Technologies, Inc.
--------------------------------------------------------------------------------------
ROBERT M. DUNCAN Received his B.S. and J.D. from The Ohio State
[PHOTO] RETIRED, University in 1948 and 1952, respectively. After
COLUMBUS, OHIO two years in the private practice of law, held a
Age 67 series of governmental legal positions culminating
Director since 1985 in service as a judge for the U.S. District Court
for the Southern District of Ohio, a position held
from 1974 to 1985. Private practice of law
(1985-1991). Vice president and general counsel,
The Ohio State University (1992-1994). A trustee of
Nationwide Investing Foundation, Nationwide
Investing Foundation II, Nationwide Separate
Account Trust and Financial Horizons Investment
Trust. A director of Nationwide Financial Services
Inc.
--------------------------------------------------------------------------------------
</TABLE>
3
<PAGE>
NOMINEES FOR DIRECTOR -- CONTINUED
<TABLE>
<C> <S> <C>
ARTHUR G. HANSEN Received his B.S.E.E. in 1946 and M.S. in 1948 from
[PHOTO] EDUCATIONAL CONSULTANT, Purdue University, his Ph.D. (mathematics) in 1958
ZIONSVILLE, INDIANA from Case Western Reserve University, and honorary
Age 70 doctoral degrees in engineering and science from
Director since 1979 Purdue and Indiana universities. Was dean of the
College of Engineering (1966-1969) and president
(1969-1971) of Georgia Institute of Technology,
president of Purdue University (1971-1982) and
chancellor of The Texas A&M University System
(1982-1986). Director of Research, Hudson In-
stitute (1987-1988). A director of International
Paper Company, Navistar International Corporation
and The Interlake Corporation.
--------------------------------------------------------------------------------------
LESTER A. HUDSON, JR. Received a B.A. from Furman University in 1961 and
[PHOTO] VICE CHAIRMAN OF WUNDAWEVE an M.B.A. from the University of South Carolina in
CARPETS, INC., GREENVILLE, 1965. Joined Dan River Inc. (textile fabric
SOUTH CAROLINA manufacturer) in 1970 and was elected president and
Age 55 chief operating officer in 1981 and chief execu-
Director since 1987 tive officer in 1987. Resigned from Dan River in
1989. Joined WundaWeve Carpets, Inc. (carpet
manufacturer) as chairman, president and chief ex-
ecutive officer in June 1990. Chairman of WundaWeve
November 1991. Vice chairman of WundaWeve June
1993. A director of American National Bankshares
Inc.
--------------------------------------------------------------------------------------
GERALD P. MALONEY Holds B.S. degrees in both electrical engineering
[PHOTO] VICE PRESIDENT AND SECRETARY OF and business administration from Massachusetts
THE COMPANY; EXECUTIVE VICE Institute of Technology (1955) and an M.B.A. from
PRESIDENT -- Rutgers University (1962). Joined AEP Service Cor-
CHIEF FINANCIAL OFFICER, poration in 1955. In 1974 became senior vice presi-
AEP SERVICE CORPORATION dent -- finance of AEP Service Corporation and vice
Age 62 president of the Company; in 1991 became executive
Director since February 1994 vice president -- chief financial officer of AEP
Service Corporation; and in December 1994 became
secretary of the Company.
--------------------------------------------------------------------------------------
</TABLE>
4
<PAGE>
<TABLE>
<C> <S> <C>
ANGUS E. PEYTON Graduated from Princeton University in 1949 and
[PHOTO] PARTNER, BROWN & PEYTON, received his LL.B. from the University of Virginia
ATTORNEYS, CHARLESTON, in 1952. Served as an assistant attorney general of
WEST VIRGINIA West Virginia (1956-1957), as chairman of the West
Age 68 Virginia Industrial Development Authority, and as
Director since 1978 West Virginia Commerce Commissioner (1965-1969).
Formed his present law firm in 1969. A director of
One Valley Bancorp of West Virginia, Inc.
--------------------------------------------------------------------------------------
TOY F. REID Received B.S. degrees in chemistry and chemical
[PHOTO] RETIRED, engineering from the University of South Carolina
KINGSPORT, TENNESSEE and the University of Illinois, respectively, and
Age 71 an M.S. degree in chemical engineering from the
Director since 1983 Georgia Institute of Technology. Joined Eastman
Kodak Company in 1948. In subsequent years, held
various positions at Eastman Kodak Company until
appointed in 1979 as executive vice president of
Eastman Kodak Company and general manager of the
Eastman Chemicals Division. Retired in 1989.
- --------------------------------------------------------------------------------------
DONALD G. SMITH Joined Roanoke Electric Steel Corporation (steel
[PHOTO] CHAIRMAN OF THE BOARD, PRESIDENT, manufacturer) in 1957. Held various positions with
CHIEF EXECUTIVE OFFICER AND Roanoke Electric Steel before being named president
TREASURER OF ROANOKE ELECTRIC and treasurer in 1985, chief executive officer in
STEEL CORPORATION, ROANOKE, 1986 and chairman of the board in 1989.
VIRGINIA
Age 59
Director since July 1994
--------------------------------------------------------------------------------------
</TABLE>
5
<PAGE>
NOMINEES FOR DIRECTOR -- CONTINUED
<TABLE>
<C> <S> <C>
LINDA GILLESPIE STUNTZ Holds an A.B. from Wittenberg University (1976) and
[PHOTO] PARTNER, STUNTZ & DAVIS, P.C., J.D. from Harvard Law School (1979). Private
ATTORNEYS, WASHINGTON, D.C. practice of law (1979-1981). U.S. House of Repre-
Age 40 sentatives, Committee on Energy and Commerce:
Director since February 1993 Associate Minority Counsel, Subcommittee on Fossil
and Synthetic Fuels (1981-1986) and Minority
Counsel and Staff Director (1986-1987). Private
practice of law (1987-1989). U.S. Department of
Energy (1989-1993): Acting Deputy Secretary (Jan-
uary 1992-July 1992) and Deputy Secretary (July
1992-January 1993). Returned to the private prac-
tice of law in March 1993. A director of Schlum-
berger Limited and Resources For The Future.
Member, Advisory Council, Electric Power Research
Institute.
--------------------------------------------------------------------------------------
MORRIS TANENBAUM Graduated from The Johns Hopkins University in 1949
[PHOTO] RETIRED, with a B.A. in chemistry and received a Ph.D. in
SHORT HILLS, NEW JERSEY physical chemistry in 1952 from Princeton Uni-
Age 66 versity. Joined Bell Telephone Laboratories in 1952
Director since 1989 and held various positions with AT&T companies.
Became vice chairman of the board of AT&T in 1986
and chief financial officer in 1988. Retired in
1991. A director of Cabot Corporation. A trustee of
Battelle Memorial Institute, Massachusetts Insti-
tute of Technology and The Johns Hopkins Univer-
sity and honorary trustee of The Brookings
Institution.
--------------------------------------------------------------------------------------
ANN HAYMOND ZWINGER Received her B.A. in art history with honors from
[PHOTO] AUTHOR, ILLUSTRATOR AND Wellesley College (1946) and M.A. in art history
CONSULTANT, from Indiana University (1950). Adjunct professor
COLORADO SPRINGS, COLORADO at Colorado College. Writes for AUDUBON MAGAZINE
Age 70 and other natural history publications. Books in-
Director since 1977 clude BEYOND THE ASPEN GROVE, 1970, LAND ABOVE THE
TREES, 1972, WIND IN THE ROCK, 1978, A DESERT
COUNTRY NEAR THE SEA, 1983, THE MYSTERIOUS LANDS,
1989 and RUN, RIVER, RUN, 1975, which received the
Friends of American Writers Award for non-fiction
and John Burroughs Memorial Association Award.
Member of founding board, Utility Women's
Conference. Secretary, Colorado Board, The Nature
Conservancy.
--------------------------------------------------------------------------------------
</TABLE>
6
<PAGE>
Dr. Draper and Messrs. DeMaria and Maloney are directors of Appalachian
Power Company, Columbus Southern Power Company, Indiana Michigan Power Company,
Kentucky Power Company and Ohio Power Company (all of which are subsidiaries of
the Company with one or more classes of publicly held preferred stock or debt
securities) and other subsidiaries of the Company. Dr. Draper and Messrs.
DeMaria and Maloney are also directors of AEP Generating Company, a subsidiary
of the Company.
FUNCTIONS OF THE BOARD OF DIRECTORS AND COMMITTEES
UNDER NEW YORK LAW, the Company is managed under the direction of the Board of
Directors. The Board establishes broad corporate policies and authorizes various
types of transactions, but it is not involved in day-to-day operational details.
During 1994, the Board held eight regular meetings. The Board has six standing
committees, the functions of which are described in the following paragraphs.
The AUDIT COMMITTEE consists of Messrs. Duncan, Hudson and Peyton and Ms.
Zwinger. The Audit Committee oversees, and reports to the Board concerning, the
general policies and practices of the Company and its subsidiaries with respect
to accounting, financial reporting, and internal auditing and financial
controls. It also maintains a direct exchange of information between the Board
and the Company's independent accountants and reviews possible conflict of
interest situations involving directors. During 1994 the Audit Committee held
four meetings.
The COMMITTEE ON DIRECTORS consists of Messrs. Duncan and Hudson, Dr. Hansen
and Ms. Zwinger. The Committee on Directors is responsible for: (i) recommending
the size of the Board within the boundaries imposed by the corporate charter;
(ii) recommending selection criteria for nominees for election or appointment to
the Board; (iii) conducting independent searches for qualified nominees and
screening the qualifications of candidates recommended by others; and (iv)
recommending to the Board for its consideration one or more nominees for
appointment to fill vacancies on the Board as they occur and the slate of
nominees for election at the annual meeting. During 1994 the Committee on
Directors held one meeting.
The Committee on Directors will consider shareholder recommendations of
candidates to be nominated as directors of the Company. All such recommendations
must be in writing and addressed to the Secretary of the Company. By accepting a
shareholder recommendation for consideration, the Committee on Directors does
not undertake to adopt or take any other action concerning the recommendation,
or to give the proponent its reasons for not doing so.
The CORPORATE PUBLIC POLICY COMMITTEE consists of Messrs. Duncan, Hudson,
Peyton, Reid and Smith and Drs. Hansen and Tanenbaum and Mses. Stuntz and
Zwinger. The Corporate Public
7
<PAGE>
Policy Committee is responsible for examining the Company's policies on major
public issues affecting the AEP System, as well as established System policies
which affect the relationship of the Company and its subsidiaries to their
service areas and the general public; for reporting periodically and on request
to the Board and providing recommendations to the Board on such policy matters;
and for counseling the management of the AEP System on any such policy matters
presented to the Committee for consideration and study. During 1994 the
Corporate Public Policy Committee held four meetings.
The EXECUTIVE COMMITTEE consists of Dr. Draper and Messrs. Peyton and Reid.
It is empowered to exercise all the authority of the Board of Directors, subject
to certain limitations prescribed in the By-Laws, during the intervals between
meetings of the Board. Meetings of the Executive Committee are convened only in
extraordinary circumstances. The Executive Committee did not meet during 1994.
The FINANCE COMMITTEE consists of Messrs. Peyton and Reid, Ms. Stuntz and
Dr. Tanenbaum. The Finance Committee monitors and reports to the Board with
respect to the capital requirements and financing plans and programs of the
Company and its subsidiaries including, among other things, reviewing and making
such recommendations as it considers appropriate concerning the short and
long-term financing plans and programs of the Company and its subsidiaries and
the implementation of the same. During 1994 the Finance Committee held four
meetings.
The HUMAN RESOURCES COMMITTEE consists of Drs. Hansen and Tanenbaum and Mr.
Reid. The Human Resources Committee is responsible for: (i) reviewing the
salaries and other compensation and benefits provided to members of the Board
who are officers of the Company or employees of any of its subsidiaries, and
recommending to the Board the amount of salary, compensation and benefits to be
paid to such persons each year; (ii) reviewing and approving management
proposals concerning salaries, compensation and benefits to be paid to certain
senior officers of subsidiaries of the Company; (iii) reviewing and making
recommendations to the Board with respect to the compensation of directors; (iv)
evaluating the Company's hiring, development, promotional and succession
planning practices for those management positions described in (ii) above; and
(v) periodic review of the Company's overall affirmative action performance.
During 1994 the Human Resources Committee held four meetings.
During 1994, no incumbent director attended fewer than 75% of the aggregate
of the total number of meetings of the Board of Directors and the total number
of meetings held by all Committees on which he or she served.
8
<PAGE>
COMPENSATION OF DIRECTORS
DIRECTORS who are officers of the Company or employees of any of its
subsidiaries do not receive any compensation, other than their regular salaries
and the accident insurance coverage described below, for attending meetings of
the Board of Directors of the Company. The other members of the Board receive an
annual retainer of $23,000 for their services, an additional annual retainer of
$3,000 for each Committee that they chair, a fee of $1,000 for each meeting of
the Board and of any Committee that they attend (except a meeting of the
Executive Committee held on the same day as a Board meeting), and a fee of
$1,000 per day for any inspection trip or conference (except a trip or
conference on the same day as a Board or Committee meeting).
The Company maintains a group 24-hour accident insurance policy to provide a
$1,000,000 accidental death benefit for each director (three-year premium was
$16,065). The current policy will expire on September 1, 1997, and the Company
expects to renew the coverage. In addition, the Company pays each director
(excluding officers of the Company or employees of any of its subsidiaries) an
amount to provide for the federal and state income taxes incurred in connection
with the maintenance of this coverage (approximately $1,000 annually).
The Board has adopted a policy which permits directors to elect annually to
defer receipt of all or a portion of their retainer and fees to be payable in a
lump sum or monthly installments after they cease to be a director. The deferred
compensation accrues interest compounded quarterly at the daily prime lending
rate in effect from time to time at a specified major financial institution.
This policy is implemented by individual deferred-compensation agreements which
set forth the terms of the deferral.
The Board has adopted a retirement plan for directors (excluding officers of
the Company or employees of any of its subsidiaries) which provides for annual
retirement payments for life to such directors commencing at the later of the
director's retirement or age 72 in an amount equal to the annual retainer at the
time of retirement with a 20% reduction for each year that service as a director
is less than five.
OTHER MATTERS
THE DIRECTORS and officers of the Company and its subsidiaries are insured,
subject to certain exclusions, against losses resulting from any claim or claims
made against them while acting in their capacities as directors and officers.
The American Electric Power System companies are also insured, subject to
certain exclusions and deductibles, to the extent that they have indemnified
their directors and officers for any such losses. Such insurance is provided by
Associated Electric & Gas Insurance Services, Energy Insurance Mutual, The Chubb
Insurance Company and
9
<PAGE>
Great American Insurance Company, effective January 1, 1995 through December 31,
1995, and pays up to an aggregate amount of $100,000,000 on any one claim and in
any one policy year. The total premium for the four policies is $1,455,334.
Fiduciary liability insurance provides coverage for System companies, their
directors and officers, and any employee deemed to be a fiduciary or trustee,
for breach of fiduciary responsibility, obligation, or duties as imposed under
the Employee Retirement Income Security Act of 1974. This coverage, provided by
Federal Insurance Company, was renewed, effective July 1, 1994 through June 30,
1995, for a premium of $67,042. It provides $20,000,000 of aggregate coverage
with a $5,000 deductible for each loss.
2. APPROVAL OF AUDITORS
ON THE RECOMMENDATION of the Audit Committee, the Board of Directors has
appointed the accounting firm of Deloitte & Touche LLP as independent auditors
of the Company for the year 1995, subject to approval by the shareholders at the
annual meeting. Deloitte & Touche LLP is considered to be the firm best
qualified to perform this important function because of its ability and the
familiarity of its personnel with the Company's affairs. It and predecessor
firms have been the Company's auditors since 1911. Approval of this proposal
requires the affirmative vote of holders of a majority of the shares present in
person or by proxy at the meeting.
Fees billed by Deloitte & Touche LLP for services rendered to the Company
and its subsidiaries during 1994 were $2,483,000.
Representatives of Deloitte & Touche LLP will be present at the meeting and
will have an opportunity to make a statement if they desire to do so. They also
will be available to answer appropriate questions.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF DELOITTE & TOUCHE
LLP AS INDEPENDENT AUDITORS FOR 1995.
OTHER BUSINESS
THE BOARD OF DIRECTORS does not intend to present to the meeting any business
other than the election of directors and the approval of auditors.
10
<PAGE>
If any other business not described herein should properly come before the
meeting for action by the shareholders, the persons named as proxies on the
enclosed card or their substitutes will vote the shares represented by them in
accordance with their best judgment. At the time this proxy statement was
printed, the Board of Directors was not aware of any other matters that might be
presented, except for a shareholder proposal which was excluded from this proxy
statement in accordance with the rules of the Securities and Exchange
Commission.
VOTING PROCEDURES
UNDER NEW YORK LAW, abstentions and broker non-votes do not count in the
determination of voting results and have no effect on the vote in connection
with the approval of the auditors. The determination by the shareholders of
approval of the auditors is based on votes "for" and "against" -- with
abstentions and broker non-votes not counted as "against" votes but counted in
the determination of a quorum. Unvoted shares are termed "non-votes" when a
nominee holding shares for beneficial owners may not have received instructions
from the beneficial owner and may not have exercised discretionary voting power
on certain matters, but with respect to other matters may have voted pursuant to
discretionary authority or instructions from the beneficial owner.
It is the policy of the Company that shareholders be provided privacy in
voting. All proxy (voting instruction) cards and ballots, which identify
shareholders, are held confidential, except as may be necessary to meet any
applicable legal requirements. Proxy cards are returned in envelopes addressed
to an independent third-party tabulator, who receives, inspects, and tabulates
the proxies. Voted proxies and ballots are not seen by nor reported to the
Company except (i) in aggregate number or to determine if (rather than how) a
shareholder has voted, (ii) in cases where shareholders write comments on their
proxy cards, or (iii) in a contested proxy solicitation.
EXECUTIVE COMPENSATION
THE FOLLOWING TABLE shows for 1994, 1993 and 1992 the compensation earned by the
chief executive officer and the four other most highly compensated executive
officers (as defined by regulations of the Securities and Exchange Commission)
of the Company at December 31, 1994.
11
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL -------------------
COMPENSATION
---------------- PAYOUTS ALL OTHER
SALARY BONUS ------------------- COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($)(1) LTIP PAYOUTS($)(2) ($)(3)
- ---------------------------------------- ---- ------- ------- ------------------- -------------
<S> <C> <C> <C> <C> <C>
E. LINN DRAPER, JR. -- Chairman of the 1994 620,000 209,436 137,362 29,385
board, president and chief executive 1993 538,333 148,742 18,180
officer of the Company and the Service 1992 395,833 8,730 63,700
Corporation; chairman and chief
executive officer of other subsidiaries
PETER J. DEMARIA -- Treasurer and 1994 305,000 103,029 59,032 18,750
director of the Company; executive vice 1993 280,000 77,364 17,811
president -- administration and chief 1992 273,000 6,021 15,576
accounting officer and director of the
Service Corporation; vice president,
treasurer and director of other
subsidiaries
G.P. MALONEY -- Vice president, 1994 300,000 101,340 58,094 19,745
secretary and director of the Company; 1993 269,000 74,325 18,000
executive vice president -- chief 1992 261,000 5,757 17,036
financial officer and director of the
Service Corporation; vice president and
director of other subsidiaries
WILLIAM J. LHOTA -- Executive vice 1994 280,000 94,584 54,409 19,185
president and director of the Service 1993 249,000 68,799 17,160
Corporation; vice president and 1992 230,000 5,073 15,116
director of other subsidiaries
JAMES J. MARKOWSKY -- Executive vice 1994 267,000 90,193 51,930 14,755
president -- engineering and 1993 247,000 65,259 11,165
construction and director of the 1992 219,000 4,497 7,020
Service Corporation; vice president and
director of other subsidiaries
<FN>
- ------------------------
(1) Reflects payments under the Management Incentive Compensation Plan
("MICP"). Amounts for 1994 are estimates but should not change
significantly. For 1994 and 1993, these amounts include both cash
</TABLE>
12
<PAGE>
<TABLE>
<S> <C>
paid and a portion deferred in the form of restricted stock units. These
units are paid out in cash after three years based on the price of AEP
Common Stock at that time. Dividend equivalents are paid during the
three-year period. At December 31, 1994, the deferred amounts (included in
the above table) and accrued dividends for Dr. Draper, Messrs. DeMaria,
Maloney and Lhota and Dr. Markowsky were equivalent to 2,204, 1,109,
1,080, 1,004 and 956 units having values of $72,456, $36,458, $35,505,
$33,006 and $31,428, respectively, based upon a $32 7/8 per share closing
price of AEP's Common Stock as reported on the New York Stock Exchange.
For 1992, MICP payments were made entirely in cash.
(2) Reflects payments under the Performance Share Incentive Plan (which became
effective January 1, 1994) for the one-year transition performance period
ending December 31, 1994. Dr. Draper, Messrs. DeMaria, Maloney and Lhota
and Dr. Markowsky received 2,050, 881, 867, 812 and 775 shares of Common
Stock, respectively, representing one-half of their payments. See pages 18
and 19 for additional information.
(3) For 1994, includes (i) employer matching contributions under the AEP
System Employees Savings Plan: $4,500 for each of the named executive
officers; (ii) employer matching contributions under the AEP System
Supplemental Savings Plan (which became effective January 1, 1994), a
non-qualified plan designed to supplement the AEP Savings Plan: Dr.
Draper, $14,100; Mr. DeMaria, $4,650; Mr. Maloney, $4,500; Mr. Lhota,
$3,900; and Dr. Markowsky, $3,510; and (iii) subsidiary companies director
fees: Dr. Draper, $10,785; Mr. DeMaria, $9,600; Mr. Maloney, $10,745; Mr.
Lhota, $10,785; and Dr. Markowsky, $6,745.
</TABLE>
LONG-TERM INCENTIVE PLANS -- AWARDS IN 1994
Each of the awards set forth below constitutes a grant of performance share
units, which represent units equivalent to shares of Common Stock, pursuant to
the Company's Performance Share Incentive Plan. Since it is not possible to
predict future dividends and the price of AEP Common Stock, credits of
performance share units in amounts equal to the dividends that would have been
paid if the performance share units were granted in the form of shares of Common
Stock are not included in the table.
The ability to earn performance share units is tied to achieving specified
levels of total shareholder return ("TSR") relative to the S&P Electric Utility
Index. Notwithstanding AEP's TSR ranking, no performance share units are earned
unless AEP shareholders realize a positive TSR over the relevant three-year
performance period. The Human Resources Committee may, at its discretion, reduce
the number of performance share units otherwise earned. In accordance with the
performance goals established for the periods set forth below, the threshold,
target and maximum awards are equal to 25%, 100% and 200%, respectively, of the
performance share units held. No payment will be made for performance below the
threshold.
Payment of awards earned for the one-year transition performance period
ending December 31, 1994 were made 50% in cash and 50% in Common Stock. For
subsequent performance periods, payments of earned awards are deferred in the
form of restricted stock units (equivalent
13
<PAGE>
to shares of AEP Common Stock) until the officer has met the equivalent stock
ownership target discussed in the Human Resources Committee Report. Once
officers meet and maintain their respective targets, they may elect either to
continue to defer or to receive further earned awards in cash and/or Common
Stock.
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS OF
PERFORMANCE SHARE UNITS UNDER
PERFORMANCE NON-STOCK PRICE-BASED PLAN
NUMBER OF PERIOD UNTIL -------------------------------
PERFORMANCE MATURATION THRESHOLD TARGET MAXIMUM
NAME SHARE UNITS OR PAYOUT (#) (#) (#)
- --------------- ----------- ------------ ---------- ------- -------
<S> <C> <C> <C> <C> <C>
E. L. Draper, 2,235 1994 (1) (1) (1)
Jr. 4,470 1994-1995 1,118 4,470 8,940
6,705 1994-1996 1,676 6,705 13,410
P. J. DeMaria 960 1994 (1) (1) (1)
1,920 1994-1995 480 1,920 3,840
2,885 1994-1996 721 2,885 5,770
G. P. Maloney 945 1994 (1) (1) (1)
1,890 1994-1995 473 1,890 3,780
2,840 1994-1996 710 2,840 5,680
W. J. Lhota 885 1994 (1) (1) (1)
1,770 1994-1995 443 1,770 3,540
2,650 1994-1996 663 2,650 5,300
J. J. Markowsky 845 1994 (1) (1) (1)
1,690 1994-1995 423 1,690 3,380
2,525 1994-1996 631 2,525 5,050
<FN>
- ------------------------
(1) For the 1994 transition performance period, the actual number of
performance share units earned was: Dr. Draper 4,100; Mr. DeMaria 1,761;
Mr. Maloney 1,734; Mr. Lhota 1,624; and Dr. Markowsky 1,550 (see page 12
for the cash value of these payouts).
</TABLE>
RETIREMENT BENEFITS
The American Electric Power System Retirement Plan provides pensions for all
employees of AEP System companies (except for employees covered by certain
collective bargaining agreements), including the executive officers of the
Company. The Retirement Plan is a noncontributory defined benefit plan.
14
<PAGE>
The following table shows the approximate annual annuities under the
Retirement Plan that would be payable to employees in certain higher salary
classifications, assuming retirement at age 65 after various periods of service.
The amounts shown in the table are the straight life annuities payable under the
Retirement Plan without reduction for the joint and survivor annuity. Retirement
benefits listed in the table are not subject to any deduction for Social
Security or other offset amounts. The retirement annuity is reduced 3% per year
in the case of retirement between ages 60 and 62 and further reduced 6% per year
in the case of retirement between ages 55 and 60. If an employee retires after
age 62, there is no reduction in the retirement annuity.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF ACCREDITED SERVICE
HIGHEST AVERAGE ---------------------------------------------------------------
ANNUAL EARNINGS 15 20 25 30 35 40
- --------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$250,000 $ 58,065 $ 77,420 $ 96,775 $116,130 $135,485 $152,110
350,000 82,065 109,420 136,775 164,130 191,485 214,760
450,000 106,065 141,720 176,775 212,130 247,485 277,410
600,000 142,065 189,420 236,775 284,130 331,485 371,385
750,000 178,065 237,420 296,775 356,130 415,485 465,360
</TABLE>
Compensation upon which retirement benefits are based consists of the
average of the 36 consecutive months of the employee's highest salary, as listed
in the Summary Compensation Table, out of the employee's most recent 10 years of
service. As of December 31, 1994, the number of full years of service credited
under the Retirement Plan to each of the executive officers of the Company named
in the Summary Compensation Table were as follows: Dr. Draper, two years; Mr.
DeMaria, 35 years; Mr. Maloney, 39 years; Mr. Lhota, 30 years; and Dr.
Markowsky, 23 years.
Dr. Draper's employment agreement described below provides him with a
supplemental retirement annuity that credits him with 24 years of service in
addition to his years of service credited under the Retirement Plan less his
actual pension entitlement under the Retirement Plan and any pension
entitlements from prior employers.
The Company has determined to pay supplemental retirement benefits to 23 AEP
System employees (including Messrs. DeMaria, Maloney and Lhota and Dr.
Markowsky) whose pensions may be adversely affected by amendments to the
Retirement Plan made as a result of the Tax Reform Act of 1986. Such payments,
if any, will be equal to any reduction occurring because of such amendments.
Assuming retirement in 1995 of the executive officers named in the Summary
Compensation Table, none would be eligible to receive supplemental benefits.
The Company made available a voluntary deferred-compensation program in 1982
and 1986, which permitted certain executive employees of AEP System companies to
defer receipt of a portion of their salaries. Under this program, an executive
was able to defer up to 10% or 15%
15
<PAGE>
annually (depending on the terms of the program offered), over a four-year
period, of his or her salary, and receive supplemental retirement or survivor
benefit payments over a 15-year period. The amount of supplemental retirement
payments received is dependent upon the amount deferred, age at the time the
deferral election was made, and number of years until the executive retires. The
following table sets forth, for the executive officers named in the Summary
Compensation Table, the amounts of annual deferrals and, assuming retirement at
age 65, annual supplemental retirement payments under the 1982 and 1986
programs.
<TABLE>
<CAPTION>
1982 PROGRAM 1986 PROGRAM
---------------------------------- ----------------------------------
ANNUAL AMOUNT OF ANNUAL AMOUNT OF
ANNUAL SUPPLEMENTAL ANNUAL SUPPLEMENTAL
AMOUNT RETIREMENT AMOUNT RETIREMENT
DEFERRED PAYMENT DEFERRED PAYMENT
NAME (4-YEAR PERIOD) (15-YEAR PERIOD) (4-YEAR PERIOD) (15-YEAR PERIOD)
- ----------------------------------- --------------- ---------------- --------------- ----------------
<S> <C> <C> <C> <C>
P. J. DeMaria...................... $10,000 $52,000 $13,000 $53,300
G. P. Maloney...................... 15,000 67,500 16,000 56,400
</TABLE>
EMPLOYMENT AGREEMENT
Dr. Draper has a contract with the Company and AEP Service Corporation which
provides for his employment for an initial term from no later than March 15,
1992 until March 15, 1997. Dr. Draper commenced his employment with the Company
and AEP Service Corporation on March 1, 1992. The Company or AEP Service
Corporation may terminate the contract at any time and, if this is done for
reasons other than cause and other than as a result of Dr. Draper's death or
permanent disability, AEP Service Corporation must pay Dr. Draper's then base
salary through March 15, 1997, less any amounts received by Dr. Draper from
other employment.
BOARD HUMAN RESOURCES COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The Human Resources Committee of the Board of Directors regularly reviews
executive compensation policies and practices and evaluates the performance of
management in the context of the Company's performance. The Committee is
composed entirely of independent outside directors. See page 8.
The Human Resources Committee recognizes that the executive officers are
charged with managing a $15 billion, multi-state electric utility during
challenging times and with addressing many difficult and complex issues. The
Committee believes that compensation must be competitive in order to attract,
retain, reward and motivate the highly qualified individuals needed to manage
AEP to meet corporate objectives and that it should be closely tied to
performance in order to provide incentives that will maximize shareholder value.
16
<PAGE>
STOCK OWNERSHIP GUIDELINES. The Board of Directors, upon the Committee's
recommendation, underscored the importance of linking executive and shareholder
interests by adopting in December 1994 stock ownership guidelines for senior
management participants in the Performance Share Incentive Plan described below.
Under the guidelines, the target ownership of AEP Common Stock is directly
related to the officer's corporate position with the greatest ownership target
for the chief executive officer. The target for the CEO is 45,000 shares and
ranges down to 6,000 shares for vice presidents. Since these levels are
equivalent to approximately one or more times the officer's annual salary, each
officer is expected to achieve the ownership target within a period of five
years commencing on January 1, 1995. Common Stock equivalents earned through the
Management Incentive Compensation Plan, also described below, and the
Performance Share Incentive Plan are included in determining compliance with the
ownership targets.
PAY MIX AND MEASUREMENT
BASE SALARY. When reviewing salaries, the Committee considers external pay
practices used by other electric utilities and by industry in general. In
addition, the Committee considers the respective positions held by the executive
officers, their levels of responsibility, performance and experience, and the
relationship of their salaries to the salaries of other AEP managers and
employees.
For compensation comparison purposes, the Human Resources Committee uses the
electric utility companies in the S&P Electric Utility Index, which is the peer
group used in the Comparison of Five Year Cumulative Total Return graph in this
proxy statement. In recognition of AEP's relatively large size and operational
complexity, executive officer salary levels are targeted to the third quartile
(between the 50th and 75th percentiles) of the range of compensation paid by the
other electric utilities in this compensation peer group. Base salary levels in
1994 for the five most highly compensated executive officers of AEP named in the
Summary Compensation Table were at about the median of the range of the
compensation peer group. In establishing salary levels against that range, the
Human Resources Committee considers the competitiveness of AEP's entire
compensation package.
Salaries are reviewed and adjusted annually to reflect individual and
corporate performance and consistency with compensation changes within the
Company and the compensation peer group of other electric utilities.
The Committee meets without the presence of Dr. Draper, chairman, president
and chief executive officer, to evaluate his performance and compensation and
reports on that evaluation to the outside directors of the Board. These
directors then act on the Committee's recommendation.
The Committee has also taken into account management's ability to address
the potential impact of increased competition in the electric utility industry.
It is the Committee's opinion that
17
<PAGE>
in this ever-changing environment, Dr. Draper and his senior management team are
developing and implementing strategies to position the Company for the future.
The Company's New Directions program, outlined in the 1994 annual report, is one
step. The benefits of these efforts to the Company cannot, of course, be
quantifiably measured but the Committee believes these efforts are vital to the
Company's continuing success in the 1990s.
ANNUAL INCENTIVE. A variable, performance-based portion of the executive
officers' total compensation is paid through the Management Incentive
Compensation Plan ("MICP"), which is included in the "Bonus" column in the
Summary Compensation Table. The MICP was established (effective January 1, 1990)
to motivate and reward superior management performance in serving customer needs
and creating shareholder value. Each participant is assigned an annual target
award expressed as a percentage of annual salary. The target award is 30% for
the executive officers named in the compensation table. Actual awards can vary
from 0-150% of the target award -- based on performance.
The MICP awards for the executive officers named in the compensation table
are based entirely on preestablished AEP corporate performance criteria
specified in the MICP, which include return on stockholder equity (weighted at
25%) and total investor return reflecting stock price and payment of dividends
(weighted at 25%), both measured relative to the performance of the utilities in
the S&P Electric Utility Index, and the extent to which the average price of
power sold to retail customers (weighted at 50%) is lower as compared with other
utilities in the states which AEP serves. For 1994, the AEP corporate
performance target was achieved to the extent of 112.6%. This percentage is an
estimate but should not change significantly.
To more closely align the financial interests of the executive officers with
the Company's shareholders, 20% of the MICP awards have been generally deferred
for three years and treated as if they are invested in Common Stock of the
Company, although no stock is actually purchased. Dividend equivalents are
credited during the three-year period.
LONG-TERM INCENTIVE. As a result of the Committee's review of the
competitiveness of the Company's total compensation program for executive and
other senior officers, the Committee recommended to the Board of Directors that
the Company adopt the Performance Share Incentive Plan (the "Plan") to provide
longer-term, performance-driven, equity incentive award opportunities directly
related to shareholder value. The Board of Directors approved the Plan in
December 1993 and, at the 1994 annual meeting, the shareholders also approved
it.
The Plan grants performance share units annually which are paid based on
AEP's subsequent three-year total shareholder returns measured relative to the
S&P peer utilities. In 1994, for each of the three performance periods, the
Committee granted Dr. Draper and the other executive
18
<PAGE>
officers named in the Summary Compensation Table performance share units based
on approximately 40% and 35%, respectively, of their base salaries (the two
shorter transition period awards were prorated to grant one-third and two-thirds
of the full-cycle award). The number of performance share units granted has been
determined after an evaluation of long-term incentive opportunities provided by
the S&P peer companies, again targeting the third quartile of competitive
practice. However, the awards which will ultimately be paid to participants
under the Plan for a performance period are not determinable in advance and, in
fact, could be zero.
The Plan ended a one-year transition performance period at year end 1994.
AEP's total shareholder return for 1992-1994 ranked fifth relative to the S&P 24
peer utilities and, as a result, 170% of the performance share units granted
(and dividend credits) were earned. The associated award payments, listed on
page 12, were made 50% in cash and 50% in shares of Common Stock. Officers are
not permitted to sell these shares of Common Stock if such shares are required
to be held to meet the equivalent stock ownership targets discussed above.
Like that portion of the MICP awards deferred for three years, for
subsequent Plan performance periods, payments of earned awards under the Plan
are also deferred in the form of restricted stock units (equivalent to shares of
AEP Common Stock). Such Plan deferrals continue until officers meet and maintain
their respective equivalent stock ownership targets, and then the officers may
elect either to continue to defer or to receive further earned Plan awards in
cash and/ or Common Stock. Dividend equivalents are credited as though
reinvested in additional restricted stock units, again until officers meet and
maintain their respective equivalent stock ownership targets, with such
dividends then paid in cash. The Plan was amended to provide for the deferral in
order to reflect the intention of the Committee to place, on an expedited basis,
more of the earned Plan awards at risk similar to the risk experienced by all
other shareholders.
The Plan is further described on pages 13 and 14.
HUMAN RESOURCES COMMITTEE MEMBERS
Toy F. Reid, Chairman
Arthur G. Hansen
Morris Tanenbaum
19
<PAGE>
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
AEP S&P 500 S&P ELECTRIC
<S> <C> <C> <C>
1989 100 100 100
1990 92.1 96.9 102.5
1991 122.4 126.4 133.7
1992 127.5 136.1 141.8
1993 152.6 149.8 159.7
1994 145.6 151.7 138.9
</TABLE>
The total return performance shown on the graph above is not necessarily
indicative of future performance.
SHARE OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
THE FOLLOWING TABLE sets forth the beneficial ownership of Common Stock of the
Company as of December 31, 1994 for all directors as of the date of this proxy
statement, all nominees to the Board of Directors, each of the persons named in
the Summary Compensation Table and all directors and executive officers as a
group. Unless otherwise noted, each person had sole voting and investment power
over the number of shares of Common Stock of the Company set forth across from
his or her name. Fractions of shares have been rounded to the nearest whole
share.
20
<PAGE>
<TABLE>
<CAPTION>
NAME SHARES
- --------------------------- -----------------------
<S> <C>
P. J. DeMaria.............. 6,105(a)(b)(c)(d)(e)
E. L. Draper, Jr........... 1,492(b)(d)
R. M. Duncan............... 1,340
A. G. Hansen............... 923
L. A. Hudson, Jr........... 1,853(e)
W. J. Lhota................ 7,414(b)(c)(d)
G. P. Maloney.............. 4,249(b)(c)(d)
<CAPTION>
NAME SHARES
- --------------------------- -----------------------
<S> <C>
J. J. Markowsky............ 4,861(b)(e)
A. E. Peyton............... 3,188(f)
T. F. Reid................. 1,000(d)
D. G. Smith................ 800
L. G. Stuntz............... 400
M. Tanenbaum............... 1,083
A. H. Zwinger.............. 12,300(e)
All directors and executive officers as a group (15 persons) ..... 135,393(c)(g)
<FN>
- ------------
(a) Mr. DeMaria owns 100 shares of Cumulative Preferred Shares 9.50% Series,
$100 par value, of Columbus Southern Power Company.
(b) Includes shares held by the trustee of the AEP System Employees Savings Plan
as follows: Mr. DeMaria, 2,398 shares; Dr. Draper, 1,368 shares; Mr. Lhota,
5,986 shares; Mr. Maloney, 2,464 shares; Dr. Markowsky, 4,779 shares; and
all directors and executive officers as a group, 19,323 shares. Includes
shares held by the trustee of the AEP Employee Stock Ownership Plan as
follows: Mr. DeMaria, 83 shares; Mr. Lhota, 60 shares; Mr. Maloney, 85
shares; Dr. Markowsky, 66 shares; and all directors and executive officers
as a group, 341 shares. With respect to the shares held in these plans, such
persons have sole voting power, but the investment/disposition power is
subject to the terms of such plans.
(c) Does not include, for Messrs. DeMaria, Lhota and Maloney, 85,231 shares in
the American Electric Power System Educational Trust Fund over which Messrs.
DeMaria, Lhota and Maloney share voting and investment power as trustees
(they disclaim beneficial ownership). The amount of shares shown for all
directors and executive officers as a group includes these shares.
(d) Includes shares held in joint tenancy with a spouse as follows: Mr. DeMaria,
1,232 shares; Dr. Draper, 124 shares; Mr. Lhota, 1,368 shares; Mr. Maloney,
1,700 shares; and Mr. Reid, 1,000 shares.
(e) Includes shares held by family members over which beneficial ownership is
disclaimed as follows: Mr. DeMaria, 2,392 shares; Mr. Hudson, 750 shares;
Dr. Markowsky, 16 shares; and Mrs. Zwinger, 3,000 shares.
(f) Includes 315 shares over which Mr. Peyton shares voting and investment power
which are held by trusts of which he is a trustee, but he disclaims
beneficial ownership of 169 of such shares.
(g) Represents less than 1% of the total number of shares outstanding.
</TABLE>
21
<PAGE>
TRANSACTIONS WITH MANAGEMENT
MS. STUNTZ, a director, was a partner in the Washington, D.C. law firm of Van
Ness Feldman, P.C. in 1994. Several organizations of which certain AEP System
companies have been members and to which they have provided financial support,
were clients of Van Ness Feldman, P.C. in 1994.
SHAREHOLDER PROPOSALS
TO BE INCLUDED in the Company's proxy statement and form of proxy for the 1996
annual meeting of shareholders, any proposal which a shareholder intends to
present at such meeting must be received by the Company at its office at 1
Riverside Plaza, Columbus, Ohio 43215 not later than the close of business on
November 10, 1995.
SOLICITATION EXPENSES
THE COSTS of this proxy solicitation will be paid by the Company. Proxies will
be solicited principally by mail, but some telephone, telegraph or personal
solicitations of holders of Common Stock of the Company may be made. Any
officers or employees of the Company or of American Electric Power Service
Corporation who make or assist in such solicitations will receive no
compensation, other than their regular salaries, for doing so. The Company will
request brokers, banks and other custodians or fiduciaries holding shares in
their names or in the names of nominees to forward copies of the
proxy-soliciting materials to the beneficial owners of the shares held by them,
and the Company will reimburse them for their expenses incurred in doing so at
rates prescribed by the New York Stock Exchange.
22
<PAGE>
Notice of 1995
Annual Meeting
and Proxy Statement
[LOGO]
[LOGO] AMERICAN ELECTRIC POWER
PRINTED WITH SOY INK COMPANY, INC.
[LOGO] 1 Riverside Plaza
PRINTED ON RECYCLED PAPER Columbus, OH 43215
<PAGE>
AMERICAN ELECTRIC POWER COMPANY, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING TO BE HELD APRIL 26, 1995
PROXY
The undersigned appoints E. Linn Draper, Jr., Peter J. DeMaria and Gerald P.
Maloney, and each of them, acting by a majority if more than one be present,
attorneys and proxies of the undersigned, with power of substitution, to
represent the undersigned at the annual meeting of shareholders of American
Electric Power Company, Inc. to be held on April 26, 1995, and at any
adjournments thereof, and to vote all shares of Common Stock of the Company
which the undersigned is entitled to vote on all matters coming before said
meeting.
TRUSTEE'S AUTHORIZATION. The undersigned authorizes Key Trust Company of Ohio,
N.A. to vote all shares of Common Stock of the Company credited to the
undersigned's account under the American Electric Power System Employees Savings
and Employee Stock Ownership plans at the annual meeting in accordance with the
instructions on the reverse side.
Election of Directors. Nominees:
P.J. DeMaria, E.L. Draper, Jr., R.M. Duncan, A.G. Hansen, L.A. Hudson,
Jr., G.P. Maloney, A.E. Peyton, T.F. Reid, D.G. Smith, L.G. Stuntz,
M. Tanenbaum, A.H. Zwinger.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES (SEE
REVERSE SIDE), BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE
WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE PROXIES CANNOT VOTE YOUR
SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
SEE REVERSE
SIDE
- --------------------------------------------------------------------------------
TRIANGLE FOLD AND DETACH HERE TRIANGLE
THE 88TH ANNUAL MEETING OF SHAREHOLDERS WILL BE HELD AT 9:30 A.M. WEDNESDAY,
APRIL 26, 1995, AT THE ALUMNI MEMORIAL UNION, UNIVERSITY OF FINDLAY, 1000 NORTH
MAIN STREET, FINDLAY, OHIO.
On the bottom half of the proxy card there appears a map and directions to the
site of the annual meeting in Findlay, Ohio.
FROM TOLEDO/DETROIT: Take I-75 South to U.S. 224 Exit. Go east on Trenton
Avenue to North Main Street. Turn south to campus on right.
FROM DAYTON/CINCINNATI: Take I-75 North to U.S. 224 Exit. Go east on Trenton
Avenue to North Main Street. Turn south to campus on right.
FROM COLUMBUS: Take State Route 15 north to I-75 North to U.S. 224 Exit. Go
east on Trenton Avenue to North Main Street. Turn south to campus on right.
[AMERICAN ELECTRIC POWER LOGO]
<PAGE>
X Please mark your 0116
votes as in this
example.
The proxies are directed to vote as specified below and in their discretion on
all other matters coming before the meeting. If no direction is made, the
proxies will vote FOR all nominees listed on the reverse side and FOR Proposal
2.
The Board of Directors recommends a vote FOR all nominees for election as
directors and FOR Proposal 2.
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of / / / / 2. Approval / / / / / /
Directors of
(See Reverse). Auditors.
For, except vote withheld from the
following nominee(s):
___________________________________
I plan to attend the meeting in / /
Findlay. Please send me
an admission ticket.
Please sign exactly as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such.
__________________________________
__________________________________
SIGNATURE(S) DATE
- --------------------------------------------------------------------------------
TRIANGLE FOLD AND DETACH HERE TRIANGLE
ADMISSION TO MEETING
If you do not receive your admission ticket prior to the meeting date, we will
have a check-in area at the meeting site where admission tickets will be
available. However, if your shares are not registered in your own name, please
advise the shareholder of record (your bank, broker, etc.) that you wish to
attend. That firm must provide you with evidence of your ownership on the record
date, March 8, 1995, which will enable you to gain
admittance to the meeting.
[Logo] PRINTED WITH SOY INK [Logo] Printed on recycled paper
