UNITED STATES OF AMERICA
before the
SECURITIES AND EXCHANGE COMMISSION
__________________________________________
:
In the Matter of :
:
AMERICAN ELECTRIC POWER COMPANY, INC. : CERTIFICATE
Columbus, Ohio 43215 : OF
: NOTIFICATION
(70-5943) :
:
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935:
__________________________________________:
THIS IS TO CERTIFY that, in accordance with the terms and
conditions of and for the purposes represented by the
declaration, as amended, of American Electric Power Company, Inc.
(the "Company") in the above-captioned file and the orders of the
Securities and Exchange Commission with respect thereto (HCAR No.
19879, dated February 8, 1977; HCAR No. 19992, dated April 19,
1977; HCAR No. 20111, dated July 14, 1977; HCAR No. 20506, dated
April 19, 1978; HCAR No. 20979, dated March 29, 1979; HCAR No.
21180, dated August 8, 1979; HCAR No. 21544, dated May 1, 1980;
HCAR No. 22113, dated June 30, 1981; HCAR No. 22539, dated June
15, 1982; HCAR No. 22989, dated June 29, 1983; HCAR No. 23353,
dated June 29, 1984; HCAR No. 23538, dated December 19, 1984;
HCAR No. 23754, dated July 1, 1985; HCAR No. 23980, dated January
3, 1986; HCAR No. 24534, dated December 18, 1987, and HCAR No.
25936, dated December 1, 1993) during the period from October 1,
1994, through December 31, 1994, the Company issued a total of
350,000 shares of its Common Stock, $6.50 par value ("Common
Stock"), to Stanley & Co. [a nominee of First Chicago Trust
Company of New York ("First Chicago")], at a total purchase price
of $11,523,750.00, for the accounts of participants in the
Company's Dividend Reinvestment and Stock Purchase Plan (the
"Plan"). During such period, First Chicago, as Agent under the
Plan, also purchased on the open market for the accounts of
participants a total of 166,166 shares of the Company's Common
Stock, at a total purchase price of $5,379,361.53. These
transactions are set forth in more detail in the attached
Schedule I, incorporated herein by reference.
Attached hereto is a copy of the Prospectus dated December
15, 1994, relating to the Plan, as effective January 1, 1995.
AMERICAN ELECTRIC POWER COMPANY, INC.
By:______/s/ G. P. Maloney__________
Vice President
Dated: January 19, 1995
I:\AJ\BRH\AEPCO\950102.AEP
<PAGE>
SCHEDULE I
to
CERTIFICATE OF NOTIFICATION (#70-5943)
of
AMERICAN ELECTRIC POWER COMPANY, INC.
For the Period October 1 - December 31, 1994
TRANSACTIONS THIS PERIOD:
- Original Issue Shares -
Shares Price Total
Period Issued Per Share Purchase Price
10/01-12/31 350,000 32.925 $11,523,750.00
- Open Market Purchases -
Shares Average Price Total
Date Purchased Per Share Purchase Price
10/07/94 32,927 31.068 $1,022,976.04
10/11/94 2,258 31.750 71,691.50
10/12/94 8,460 31.500 266,490.00
11/10/94 16,381 31.500 516,001.50
11/14/94 1,010 32.000 32,320.00
12/06/94 18,800 32.975 619,930.00
12/07/94 11,000 33.017 363,187.00
12/08/94 21,700 33.067 717,553.90
12/09/94 37,800 32.929 1,244,716.20
12/12/94 15,830 33,133 524,495.39
Total O/M Purch. 166,166 $5,379,361.53
- Total Activity This Period -
O/I Shares 350,000 $11,523,750.00
O/M Purchases 166,166 5,379,361.53
Total Activity 516,166 $16,903,111.53
CUMULATIVE SUMMARY OF TRANSACTIONS:
- Original Issue Shares -
Shares Total
Issued Purchase Price
Totals from last report 41,288,533 $742,304,885.09
Transactions this period 350,000 11,523,750.00
Total Original Issue Shares 41,638,533 $753,828,635.09
- Open Market Purchases -
Shares Total
Purchased Purchase Price
Totals from last report* 18,678,607* $557,776,359.54*
Transactions this period 166,166 5,379,361.53
Total Open Market Purchases 18,844,773 $563,155,721.07
*Adjusted to correct mathematical error from previous reports.
<PAGE>
<PAGE>
Prospectus
_________________________________________________________________
American Electric Power Company, Inc.
Dividend Reinvestment and Stock Purchase Plan
The Dividend Reinvestment and Stock Purchase Plan (the Plan)
of American Electric Power Company, Inc. (the Company) provides
holders of record of the Company's Common Stock, par value $6.50
per share (Common Stock), and eligible employees of American
Electric Power System companies with a convenient and economical
way to purchase shares of Common Stock without payment of any
brokerage commission or service charge.
Participants in the Plan may:
- Automatically reinvest cash dividends on all or less than
all shares registered in their names and continue to
receive cash dividends on the remaining shares.
- Receive cash dividends on all shares, including those
held in the Plan.
- Invest by making optional cash payments at any time in
any amount up to a total of $100,000 per calendar year,
whether or not any dividends are being reinvested.
Optional cash payments will be invested twice a month,
generally on the 1st and 15th days of the month.
- Make automatic monthly investments by electronic funds
transfer from their bank accounts.
- Deposit shares for safekeeping with First Chicago Trust
Company of New York (the Agent).
Shares of Common Stock will be purchased on behalf of
participants in the Plan either on the open market (whether on an
exchange, over the counter or in a negotiated transaction) or
directly from the Company. In either case, the price to
participants will be the actual weighted purchase price.
Shareholders who do not choose to participate in the Plan
will continue to receive cash dividends, as declared, in the
usual manner.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL
OFFENSE.
_________________________________________________________________
December 15, 1994
</PAGE>
<PAGE>
No person has been authorized to give any information or to make
any representation not contained in this Prospectus. This
Prospectus does not constitute an offer of any securities other
than those described on the cover page or an offer to sell or a
solicitation of an offer to buy within any jurisdiction to any
person to whom it is unlawful to make such offer or solicitation
within such jurisdiction.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the 1934 Act) and in accordance
therewith files reports and other information with the Securities
and Exchange Commission (the SEC). Such reports and other
information may be inspected and copied at the public reference
facilities maintained by the SEC at 450 Fifth Street, N.W.,
Washington, D.C.; Northwestern Atrium Center, 500 West Madison
Street, Suite 1409, Chicago, Illinois; and 7 World Trade Center,
13th Floor, New York, New York. Copies of such material may be
obtained from the Public Reference Section of the SEC, 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates. The
Common Stock is listed on the New York Stock Exchange, Inc.,
where reports, information statements and other information
concerning the Company may also be inspected.
___________________
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Company with the SEC
are incorporated in this Prospectus by reference:
- The Company's Annual Report on Form 10-K for the year
ended December 31, 1993.
- The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1994, June 30, 1994, and
September 30, 1994.
- The description of the Company's Common Stock, $6.50 par
value, contained in its Registration Statement on Form 8-
A, filed under Section 12 of the 1934 Act, as amended by
Amendment No. 1 on Form 8, dated November 17, 1988,
including any amendment or report filed for the purpose
of updating such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date
of this Prospectus and prior to the termination of the offering
made by this Prospectus shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the
date of filing of such documents.
The Company will provide without charge to each person to
whom a copy of this Prospectus has been delivered, upon the
written or oral request of any such person, a copy of any or all
of the documents described above which have been incorporated by
reference in this Prospectus, other than exhibits to such
documents. Written requests for copies of such documents should
be addressed to Mr. G. C. Dean, American Electric Power Service
Corporation, 1 Riverside Plaza, Columbus, Ohio 43215 (telephone
number (614) 223-2780). The information relating to the Company
contained in this Prospectus does not purport to be comprehensive
and should be read together with the information contained in the
documents incorporated by reference.
</PAGE>
<PAGE>
________________________________________________________________
FOR ASSISTANCE CONCERNING THE PLAN ...
Please address all correspondence concerning the Plan to:
First Chicago Trust Company of New York
AEP Dividend Reinvestment Plan
P. O. Box 2598
Jersey City, New Jersey 07303-2598
Please mention American Electric Power Company, Inc. in all your
correspondence and, if you are a holder of record, give the
number of your account.
If you prefer, you may call First Chicago Trust Company of New
York at 1-800-328-6955 on any business day between the hours of
9:00 a.m. and 5:00 p.m. Eastern time.
Optional cash investments of checks or money orders should be
mailed to:
First Chicago Trust Company of New York
Dividend Reinvestment Plans
P. O. Box 13531
Newark, New Jersey 07188-0001
For sale of Plan shares, you may call 1-800-935-9330. This is an
automated phone system available from 8:00 a.m. to 10:00 p.m.
Eastern time on business days and 8:00 a.m. to 3:30 p.m. Eastern
time on Saturdays and most holidays.
If you wish to contact the Company directly, you may write to:
American Electric Power Company, Inc.
Security Owner Relations Division
1 Riverside Plaza
Columbus, Ohio 43215.
The telephone number is 1-800-AEPCOMP (1-800-237-2667).
_______________
________________________________________________________________
THIS PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE.
</PAGE>
<PAGE>
THE COMPANY
The Company was incorporated under the laws of the State of New
York in 1906 and reorganized in 1925. Its principal executive
office is located at 1 Riverside Plaza, Columbus, Ohio 43215 and
its telephone number at that address is (614) 223-1000.
The Company is a public utility holding company which owns,
directly or indirectly, all of the outstanding common stock of
its operating electric utility subsidiaries. Substantially all
of the Company's operating revenues are derived from the
furnishing of electric service.
DESCRIPTION OF THE PLAN
The following is a statement describing the provisions of the
Plan for shareholders of the Company and eligible employees of
American Electric Power System companies, effective January 1,
1995.
Purpose
The purpose of the Plan is to provide participants with a
convenient and economical way to purchase shares of Common Stock
and to reinvest all or a portion of their cash dividends in
additional shares of Common Stock of the Company. To the extent
such shares of Common Stock are purchased from the Company, the
Company will receive additional funds needed for the repayment of
debt, for additional equity investments in the Company's
subsidiaries and for other corporate purposes.
Advantages To Participants
- Participants may reinvest all or a portion of their cash
dividends in Common Stock.
- Participants may receive cash dividends on all shares,
including those held in the Plan.
- Participants may purchase additional shares of Common
Stock as often as twice a month by making optional cash
payments up to a maximum of $100,000 per calendar year.
Optional investments may be made by check, money order,
or automated deduction from a predesignated checking,
savings or money market account.
- Participants pay no brokerage fees or expenses in
connection with purchases of Common Stock under the Plan.
- Full investment of funds is possible under the Plan
because the Plan permits fractions of shares, as well as
full shares, to be credited to the participant's account.
- The Plan offers a share "safekeeping" service whereby
participants may deposit their Common Stock certificates
with the Agent and have their ownership of such Common
Stock maintained on the Agent's records as part of their
Plan account.
</PAGE>
<PAGE>
- Participants may make transfers or gifts of Common Stock
at any time and at no charge to the participant. When
participants transfer or give shares to another person,
an account will be opened for the recipient and the
recipient will enjoy full plan benefits.
- Quarterly statements are mailed to each participant
listing all transactions in the participant's account
that have occurred to date for the particular year.
Transaction advices are mailed after optional cash
payments unless included in a quarterly statement.
Administration
First Chicago Trust Company of New York, as Agent, administers
the Plan for participants, keeps records, sends statements of
account to participants and performs other duties relating to the
Plan. The Agent purchases shares of Common Stock, either on the
open market or directly from the Company, as agent for
participants in the Plan and credits the shares to the accounts
of the individual participants. Shares held for the accounts of
participants are registered in the name of the Agent's nominee.
Eligibility
All holders of record of shares of Common Stock and eligible
employees of American Electric Power System companies may
participate in the Plan. Eligible employees are all full-time
employees of American Electric Power System companies (a company
50% or more of whose voting securities are owned directly or
indirectly by the Company) who have completed a total of six
consecutive months' employment with their employer, or their
employer and one or more other System companies (see "Employee
Participation" below).
In order to participate in the Plan, beneficial owners of shares
of Common Stock whose shares are registered in names other than
their own (for instance, in the name of a broker or bank nominee)
must become shareholders of record by having shares transferred
into their own names.
Enrollment Procedures
After receiving a copy of this Prospectus, eligible applicants
may join the Plan by completing and signing an Authorization Form
and returning it to the Agent.
Four options are shown on the Authorization Form. The
participant must place an "X" in the appropriate box(es) to
indicate the investment intent. Options are (1) full
reinvestment of dividends, (2) partial reinvestment of dividends
(whereby the number of shares to receive cash dividends is
indicated, and the dividends on all remaining shares are
reinvested), (3) cash payments only (no reinvested dividends) and
(4) automatic monthly deductions. Under each of these options,
the participant may make optional cash payments at any time. The
participant may change reinvestment levels from time to time by
submitting a revised Authorization Form to the Agent.
To be effective with respect to a particular Common Stock
dividend, the Authorization Form or any subsequent change must be
received by the Agent one business day prior to the record date
for such dividend. The record date is usually about one month
prior to the payment of the dividend. The Company has
historically paid cash dividends on Common Stock on the 10th of
March, June, September and December, or on the preceding business
day if the 10th falls on a weekend or holiday.
</PAGE>
<PAGE>
Current participants in the Company's Dividend Reinvestment and
Stock Purchase Plan will automatically continue in the Plan
without sending in the new Authorization Form.
Reinvestment of Dividends
Participants may elect full reinvestment, partial reinvestment
and partial cash, or cash payment of all dividends by completing
the Authorization Form as described above. If the participant
chooses partial reinvestment, the participant needs to designate
on the Authorization Form the number of whole shares to receive
cash dividends. Dividends paid on all other shares registered in
the participant's name will be reinvested.
Once a participant elects reinvestment, cash dividends paid on
Common Stock registered in the participant's name or held in the
participant's Plan account will be reinvested in additional
shares of Common Stock on the dividend payment date (Dividend
Payment Investment Date). If the participant has specified
partial reinvestment, that portion of such dividend payment not
reinvested will be sent to the participant by check in the usual
manner or directly deposited, if the participant has elected the
direct deposit option (see "Direct Deposit of Dividends Not
Reinvested" below).
Direct Deposit of Dividends Not Reinvested. Through the Plan's
direct deposit feature, participants may elect to have any cash
dividends not reinvested under the Plan paid by electronic funds
transfer to the participant's predesignated bank account. To
receive such dividends by direct deposit, participants must first
complete and sign the Direct Deposit Form and return the form to
the Agent. This form is not part of the Authorization Form and
must be specifically requested from the Agent.
Forms will be processed and will become effective promptly.
Participants may change the designated account for direct deposit
or discontinue this feature by written instruction to the Agent.
If the participant transfers shares or otherwise establishes a
new account, a new Direct Deposit Form must be completed. If the
participant closes or changes a bank account number, a new Direct
Deposit Form must be completed.
Optional Cash Payments
Participants may make optional cash payments by personal check,
money order, or automatic deduction from a designated bank
account. Optional cash payments may not exceed $100,000 per
calendar year and there is no minimum payment. There is no
obligation to make an optional cash payment at any time, and the
amount of such payments may vary.
</PAGE>
<PAGE>
Investment Dates for Optional Cash:
Optional cash payments must be received by the Agent by the
Optional Cash Investment Date. The Plan's Optional Cash
Investment Dates are the 1st and 15th of each calendar month or,
if such date is not a day on which the New York Stock Exchange
(NYSE) is open for business, the next day on which it is open.
Otherwise, the optional cash payments will be held by the Agent
and invested on the next Optional Cash Investment Date. In order
to be entitled to the next dividend to be paid, the optional cash
payment must be received by the Optional Cash Investment Date
which is prior to the record date for such dividend which
historically has been on or about the 10th of February, May,
August and November.
No interest will be paid on amounts held by the Agent pending
investment. Investors should transmit optional cash payments so
as to reach the Agent by the Optional Cash Investment Date.
Please remember to take the possibility of postal delays into
consideration to ensure timely receipt; a minumum of five
business days should be allowed for payment to reach the Agent
via first class mail.
Upon a participant's written request received by the Agent no
later than two business days prior to the applicable Optional
Cash Investment Date, an optional cash payment not already
invested under the Plan will be cancelled or returned to the
participant, as appropriate. However, no refund of a check or
money order will be made until the funds have been actually
received and collected by the Agent. Accordingly, such refunds
may be delayed.
Ways to Invest Optional Cash Payments:
Check or Money Order. Optional cash payments may be made by
check or money order payable in U.S. dollars to "First Chicago-
AEP." Optional cash payments must be sent to the Agent together
with the Cash Investment Form attached to each quarterly account
statement or the transaction advice sent to participants or with
a letter indicating the account number and Company Code (116).
Participants should also indicate the Plan account number on
their check or money order.
Automatic Deduction from an Account. Participants may make
automatic monthly investments of a specified amount (not more
than $100,000 per calendar year) through an Automated Clearing
House (ACH) withdrawal from a predesignated account. To initiate
automatic monthly deductions, the participant must complete and
sign an Automatic Monthly Deduction Form and return it to the
Agent together with a voided blank check or savings account
deposit slip for the account from which funds are to be drawn.
Forms will be processed and will become effective as promptly as
practicable. Once automatic monthly deductions are initiated,
funds will be drawn from the participant's account three business
days preceding the designated Optional Cash Investment Date.
Participants may change or terminate automatic monthly deductions
by completing and submitting to the Agent a new Automatic Monthly
Deduction Form. When a participant transfers shares or otherwise
establishes a new account, an Authorization Form must be
completed unique to that account. If the participant closes or
changes a bank account number, a new Authorization Form must be
completed. To be effective with respect to a particular Optional
Cash Investment Date, however, the new Automatic Monthly
Deduction Form must be received by the Agent at least five
business days preceding the Optional Cash Investment Date.
</PAGE>
<PAGE>
Source and Price of Shares
The Company reserves the right to purchase shares for the Plan
on the open market, from shares held by the Company or from the
Company's authorized but unissued shares of Common Stock. The
Company will direct the Agent with respect to each Dividend
Payment Investment Date and Optional Cash Investment Date (the
Investment Date) whether to purchase shares for the Plan on the
open market or directly from the Company. If such shares are
purchased on the open market, the Agent may, at its sole
discretion, begin purchasing shares no earlier than 5 business
days prior to the Investment Date and complete purchasing shares
no later than 30 days after such date except where beginning at
an earlier date is permissible or where completion at a later
date is necessary or advisable under applicable federal
regulatory and securities laws. The Agent will use its best
efforts to cause all funds received by it to be applied to the
purchase of shares within the above discussed time period. If
such shares are purchased directly from the Company, such
purchase shall take place on the Investment Date.
For an open market purchase, the purchase price for the Common
Stock will be the average price, excluding brokers' commissions,
paid by the Agent for all such shares purchased on the open
market with respect to the Investment Date.
The price of shares of Common Stock purchased directly from the
Company will be the average of the daily high and low sales
prices of the Common Stock (as published in The Wall Street
Journal report of New York Stock Exchange - Composite
Transactions) for the period of five trading days ending on the
Investment Date or, if the NYSE is closed on the Investment Date,
the period of five trading days immediately preceding the
Investment Date. If there is no trading in the Common Stock on
the NYSE for a substantial amount of time during any trading day
in the five-day period, or if publication by The Wall Street
Journal of reports of share transactions for any trading day in
the five-day period does not take place or is subject to
reporting error, the purchase price will be determined by the
Company on the basis of such market quotations as the Company and
the Agent deem appropriate. No shares of Common Stock will be
purchased from the Company at less than their par value ($6.50
per share).
If both open market purchases and purchases directly from the
Company are made with respect to the Investment Date, the price
of the shares purchased will be the weighted average of both such
prices.
The amount of the investment divided by the price per share will
determine the number of shares credited to the participant's
account. All fractional shares are rounded to three decimal
places.
Cost to Participants
Brokerage fees and other expenses for shares purchased on the
open market will be paid by the Company. There are no brokerage
fees for shares purchased directly from the Company. All costs
of administration of the Plan will be paid by the Company. The
participant does pay brokerage fees and handling charges
(approximately 12 cents a share) on shares that are sold through
the Plan at the participant's request.
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<PAGE>
ACCOUNT MANAGEMENT
Once a Plan account is established, a participant has several
other options available to manage the account, including
transfers, sales and certificate issuance. These options are
detailed below.
Gift/Transfer of Shares
If a participant wishes to transfer the ownership of all or part
of the participant's shares held under the Plan to a Plan account
for another person, whether by gift, private sale or otherwise,
the participant may effect such transfer by mailing a properly
completed Gift/Transfer Form, or an executed stock power, to the
Agent. Transfers of less than all of the participant's shares
must be made in whole share amounts. Requests for transfer are
subject to the same requirements as the transfer of Common Stock
certificates, including the requirement of a medallion signature
guarantee on the stock power or Gift/Transfer Form.
Gift/Transfer
Forms and Stock Power Forms are available upon request from the
Agent. Share Transfer Forms are also attached to Plan statements
and transaction advices.
Shares so transferred will continue to be held by the Agent
under the Plan. An account will be opened in the name of the
recipient, if he or she is not already a participant, and such
recipient will automatically be enrolled in the Plan. If the
recipient is not already a registered shareholder or a Plan
participant, the account will be coded for full reinvestment
unless the donor specifies differently. The recipient may change
the reinvestment election after the gift has been made as
described under "Reinvestment of Dividends" above.
If a transfer involving all shares in a participant's account is
received on or after a record date but before the related
dividend payment date, the transfer will be processed when
received, and a cash dividend will be paid to the participant.
The participant may return the dividend check as an optional cash
payment.
The recipient will receive a statement showing the deposit of
shares. Upon the participant's request, the Agent will also send
a non-negotiable gift certificate free of charge.
Sale of Shares
Participants may request the Agent to sell any number of whole
shares held in their Plan accounts by completing the information
on the bottom portion of their statement or by giving detailed
written instructions to the Agent. Alternatively, the
participant may call 1-800-935-9330. This is an automated phone
response system established by the Agent. The Agent will
initiate the sale as soon as practical after receiving the
notification. Sales will be made for the participant's account
on the open market through a securities broker designated by the
Agent. The participant will receive the proceeds, less
applicable brokerage commissions and handling charges
(approximately 12 cents per share). Proceeds of shares sold
through the Plan will be paid to the participant by check.
</PAGE>
<PAGE>
If instructions for the sale of all shares are received on or
after an ex-dividend date, as set by the NYSE, but before the
related dividend payment date, the sale will be processed as
described above and a separate check for the dividends will be
mailed following the dividend payment date. A request to sell
all shares held in a participant's account will be treated as a
withdrawal from the Plan.
Certificates for Shares
Shares purchased and held under the Plan will be held in
safekeeping by the Agent in its name or the name of its nominee.
The number of shares (including fractional shares) held for each
participant will be shown on each statement of account.
Participants may obtain a new certificate for all or some of the
whole shares of Common Stock held in their Plan accounts by
completing the information on the bottom portion of their
statement or upon detailed written request to the Agent. Any
remaining whole or fractional shares will continue to be held by
the Agent. Withdrawal of shares in the form of a certificate in
no way affects dividend reinvestment on those shares (see
"Reinvestment of Dividends" above). When issued, certificates
for shares will be registered in the name in which the Plan
account is maintained.
Except as described in "Gift/Transfer of Shares Within the
Plan," shares of stock held by the Agent for a participant's Plan
account may not be pledged or assigned. A participant who wishes
to pledge or assign any such shares must request that a
certificate for such shares be issued in the participant's name.
Share Safekeeping
At the time of enrollment in the Plan, or at any later time,
participants may use the Plan's share safekeeping service to
deposit any Common Stock certificates in their possession with
the Agent. Shares deposited will be transferred into the name of
the Agent or its nominee and credited to the participant's
account under the Plan. Thereafter, such shares will be treated
in the same manner as shares purchased through the Plan. If a
certificate issuance is later requested, new, differently
numbered certificates will be issued.
By using the Plan's share safekeeping service, participants no
longer bear the risk associated with loss, theft or destruction
of stock certificates. Also, because shares deposited with the
Agent are treated in the same manner as shares purchased through
the Plan, they may be transferred or sold through the Plan in a
convenient and efficient manner (see "Closing a Plan Account"
below and "Sale of Shares" and "Gift/Transfer of Shares Within
the Plan" above). There is no charge for this custodial service.
Participants who wish to deposit their Common Stock certificates
with the Agent must mail their request and their certificates to
the Agent. The certificates should not be endorsed. To insure
against loss resulting from mailing certificates, the Agent will
provide mail insurance free of charge. To be eligible for
certificate mailing insurance, an individual investor must
observe the following guidelines. Certificates must be mailed in
brown, pre-addressed return envelopes supplied by the Agent.
Certificates mailed to the Agent will be insured for up to
$25,000 current market value provided they are mailed first
class. Certificates having a current market value between
$25,000 and $500,000 must be mailed registered mail with a return
receipt requested. Individual investors must notify the Agent of
any claim within thirty (30) calendar days of the date the
certificates were mailed. To submit a claim, an individual
investor must be a participant in the Plan or current holder of
record of shares of Common Stock. In the latter case, the
claimant must enroll in the Plan at the time the insurance claim
is processed. The maximum insurance protection provided is
$500,000 and coverage is available only when the certificate(s)
are sent to the Agent in accordance with the guidelines described
above.
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<PAGE>
Insurance covers the replacement of shares of stock, but in no
way protects against any loss resulting from fluctuations in the
value of such shares from the time the individual mails the
certificates until such time as replacement can be effected.
If the participant does not use the brown pre-addressed envelope
provided by the Agent, certificates mailed should be insured for
possible mail loss for 2% of the market value (minimum of
$20.00); this represents the participant's replacement cost.
Closing a Plan Account
A participant may close an account in the Plan at any time by
completing the information on the bottom portion of the Plan
statement or transaction advice or by giving detailed written
instructions to the Agent. Upon withdrawal from the Plan, a
certificate for the whole shares held in the Plan for the
participant will be issued. Participants closing a Plan account
will receive a check for the cash value of any fractional shares.
Alternatively, a participant may specify in the withdrawal notice
that all or a portion of whole shares be sold. The Agent will
make the sale as soon as practicable after receipt of the
withdrawal notice, and the participant will receive a check for
the proceeds, less any applicable brokerage and handling charges.
If notice of withdrawal is received on or after an ex-dividend
date but before the related dividend payment date, the withdrawal
will be processed as described above and a separate check for the
dividends will be mailed following the dividend payment date.
No optional cash payments may be made after participation in the
Plan has been terminated. In order to initiate participation,
the former participant must re-enroll.
If a participant disposes of all certificated shares of Common
Stock, the dividends on the shares credited to the participant's
Plan account, which are registered in the name of the Agent's
nominee, will continue to be distributed as elected on the
Authorization Form until the Agent is notified that the
participant wishes to withdraw from the Plan.
Reports to Participants
Each participant will receive a quarterly statement showing the
amount invested, purchase price, the number of shares purchased,
deposited, sold, transferred, withdrawn, total shares accumulated
and other information for each quarter during the year. The
quarterly statement will indicate all shares held by the Agent
for the participant and other shares registered in the
participant's name. Each participant is responsible for
retaining these statements in order to establish the cost basis
of shares purchased under the Plan for tax purposes. Duplicate
statements for open accounts will be available from the Agent.
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Each participant will receive the same communications sent to
all other registered holders of shares of Common Stock, including
the Company's quarterly reports, the annual report to
shareholders, a notice of the annual meeting and accompanying
proxy statement. In addition, each participant will receive an
Internal Revenue Service information return for reporting
dividend income received if so required.
All notices, statements and reports from the Agent to a
participant will be addressed to the participant at the latest
address of record with the Agent. Therefore, participants must
promptly notify the Agent of any change of address. Failure to
do so may result in escheatment of the account to the state of
the last known address of the participant, in accordance with
applicable state laws.
FEDERAL INCOME TAX INFORMATION
The Company believes the following is an accurate summary of the
tax consequences of participation in the Plan as of the date of
this Prospectus. This summary may not reflect every possible
situation that could result from participation in the Plan, and,
therefore, participants in the Plan are advised to consult their
own tax advisor with respect to the tax consequences (including
federal, state, local and other tax laws and U.S. tax withholding
laws) applicable to their particular situation.
Taxable Income and Tax Basis
Reinvested Dividends. In the case of reinvested dividends, when
the Agent acquires shares for a participant's account directly
from the Company, the participant must include in gross income a
dividend equal to the number of shares purchased with the
participant's reinvested dividends multiplied by the fair market
value of the Common Stock on the relevant dividend payment date.
The fair market value is based on 100% of the average of the high
and low market prices on the dividend payment date. The
participant's tax basis in those shares will also equal the fair
market value of the shares on the relevant dividend payment
date.
Alternatively, when the Agent purchases Common Stock for a
participant's account on the open market with reinvested
dividends, a participant must include in gross income an amount
equal to the cash dividends reinvested plus that portion of any
brokerage commissions paid by the Agent which are attributable to
the purchase of the participant's shares. The participant's tax
basis in Plan shares will be equal to the purchase price plus
allocable brokerage commissions.
Optional Cash Payments. In the case of the shares purchased on
the open market with optional cash payments, shareholders will be
in receipt of a dividend to be included in gross income to the
extent of any brokerage commissions paid by the Company. The
participant's tax basis in the shares acquired with optional cash
payments will be the cost of the shares to the Agent plus an
allocable share of any brokerage commissions paid by the
Company.
The above rules are based on an Internal Revenue Service (IRS)
ruling the Company obtained with respect to the Plan. The above
rules may not be applicable to certain participants in the Plan,
such as tax-exempt entities (e.g., pension funds) and foreign
shareholders. These particular participants should consult their
own tax advisors concerning the tax consequences applicable to
their situation.
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Gain/Loss Recognition. A participant will not realize any
taxable income when a certificate is received for whole shares
credited to the account, either upon request for such
certificates or upon withdrawal from or termination of the Plan.
However, a gain or loss will be recognized by the participant
when whole shares acquired under the Plan are sold or
exchanged--either by the Agent at the participant's request when
withdrawing from the Plan or by the participant's own action
after withdrawal from or termination of the Plan. The
participant also will recognize gain or loss when receiving a
cash payment for a fractional share credited to the account upon
withdrawal from or termination of the Plan. The amount of the
gain or loss will be the difference between the amount of cash
received for the shares or fractional shares and the tax basis of
those shares.
Information Returns
Each participant will receive a 1099DIV at the end of each year,
or shortly thereafter, which provides the amount of dividend
income that is reportable to the IRS, including, where
applicable, an amount for brokerage commissions paid on the
participant's behalf, and an adjustment to reflect the difference
between fair market value price and purchase price with respect
to shares purchased from the Company with reinvested dividends.
A 1099B will be provided to participants who sold shares through
the Plan.
A copy of each information return is also furnished to the
IRS.
Withholding Provisions
Federal law requires the Agent to withhold an amount (currently
31%) from the amount of dividends and the proceeds of any sale of
shares for a participant if: (1) that participant fails to
certify to the Agent that the participant is not subject to
backup withholding, (2) that participant fails to certify that
the taxpayer identification number provided is correct or (3) the
IRS notifies the Company that the participant is subject to
backup withholding. The withheld amounts will be deducted from
the amount of dividends and the remaining amount will be
reinvested. The withheld amounts also will be deducted from the
proceeds of any sale of shares and the remaining amount will be
sent to the participant.
In the case of those foreign shareholders whose dividends are
subject to United States income tax withholding, the amount of
tax to be withheld will be deducted from the amount of dividends
and the remaining amount of dividends will be reinvested. In the
case of those foreign shareholders whose sale proceeds are
subject to withholding, the amount of tax to be withheld will be
deducted from the proceeds of the sale of shares.
EMPLOYEE PARTICIPATION
Rights of Employees Under the Plan. Employees have the same
rights under the Plan, and are governed by the same terms and
limitations, as shareholders of the Company, except that eligible
employees (a) may enroll in the Plan to purchase shares with
optional cash payments even though they are not holders of record
of any shares of Common Stock, and (b) may arrange with their
employers to make such optional cash payments through regular
payroll deductions (see "Eligibility" under "Description of the
Plan" above). Optional cash payments by employees, including
payroll deductions, may not exceed $100,000 per calendar year.
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Enrollment. An eligible employee may enroll in the Plan at any
time to purchase shares of Common Stock with optional cash
payments by completing an Employee Enrollment Card and returning
it to the appropriate Human Resources Department. Employee
Enrollment Cards and withholding authorization forms may be
obtained from the Human Resources Department or administrator of
the employee's company or by request to the Security Owner
Relations Division, American Electric Power Service Corporation,
1 Riverside Plaza, Columbus, Ohio 43215. If an employee elects
to make optional cash payments directly to the Agent and does not
authorize payroll deductions, the Enrollment Card must be
accompanied by a check or money order for the initial payment.
Employees who, as record holders of Common Stock, are already
participating in the Plan do not need to complete an Employee
Enrollment Card; however, they must complete a withholding
authorization form if they wish to make optional cash payments
through payroll deductions. Any employee who is or becomes a
holder of record of Common Stock may obtain from the Agent and
execute a shareholder Authorization Card in order to provide for
the reinvestment of cash dividends on those shares.
Payroll Deductions. An eligible employee may authorize the
deduction of a specified whole dollar amount from each month's
pay. The minimum monthly deduction is $5. Once authorized,
payroll deductions will continue until changed or terminated by
the employee.
An employee may change the amount of a payroll deduction or
terminate payroll deductions by giving written notice to the
employer's Human Resources Department or administrator.
Employees should allow at least 15 days' processing time prior to
the end of the pay period in which the deduction is made for any
change or termination to become effective. Employees may
terminate payroll deductions without withdrawing from the Plan
and continue to invest by making optional cash payments directly
to the Agent.
Withdrawal From the Plan. In order to withdraw from the Plan,
employee-participants must notify the Agent in writing of their
intent to withdraw, and employees making optional cash payments
through payroll deductions must also notify their employer of
such intent to withdraw.
If an employee-participant ceases to be employed by an American
Electric Power System company, the Agent will continue dividend
distribution as elected for the account on the shares credited to
the participant's Plan account until the participant withdraws
from the Plan. Participation in the Plan may continue as long as
there are shares credited to the participant's Plan account or
registered in the participant's name.
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<PAGE>
OTHER INFORMATION
Stock Split, Stock Dividend or Rights Offering. Any stock
dividends or split shares of Common Stock distributed by the
Company on shares held by the Agent for a participant's Plan
account will be added to the participant's account. Stock
dividends or split shares of Common Stock distributed on shares
registered in a participant's name and held in certificated form
will be mailed directly to the participant in the same manner as
to shareholders who are not participating in the Plan.
In the event of a rights offering, the participant will receive
rights based upon the total number of whole shares owned, that
is, the total number of shares registered in the participant's
name and the total number of whole shares held in the
participant's Plan account.
Preemptive Rights. Holders of Common Stock have the right to
purchase a pro rata number of any newly issued shares offered by
the Company for cash, at a price not less favorable than the
price at which such shares are offered for sale to others, but
this right does not apply to a public offering, direct or through
underwriters, or to an offering approved by holders of a majority
of the outstanding shares of Common Stock. At the 1994 annual
meeting of the Company's shareholders, the shareholders approved
the issuance and sale of new shares of Common Stock for
participants in the Plan without limitations on, among other
things, the maximum dollar amount of optional cash payments which
may be made by Plan participants, subject to the terms of the
Plan.
Voting of Plan Shares. For each meeting of shareholders, a
participant will receive a proxy for the total number of whole
shares held -- both the shares registered in the participant's
name directly and those credited to the participant's Plan
account. Fractions of shares will not be voted. If the proxy is
not returned, or if it is returned unsigned, none of the shares
will be voted unless the participant votes in person.
Limitation of Liability. Neither the Company nor the Agent (nor
any of their respective agents, representatives, employees,
officers, directors or subcontractors) will be liable in
administering the Plan for any act done in good faith or for any
good faith omission to act, including, without limitation, any
claim of liability arising from failure to terminate a
participant's account upon such participant's death, or with
respect to the prices or times at which shares are purchased or
sold for participants. The foregoing does not represent a waiver
of any rights a participant may have under applicable securities
laws.
NEITHER THE COMPANY NOR THE AGENT CAN ASSURE A PROFIT OR PROTECT
AGAINST A LOSS ON SHARES PURCHASED UNDER THE PLAN.
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Change or Termination of Plan
The Company reserves the right to modify the Plan (consistent
with any applicable shareholder resolutions and subject to any
requisite authorization or approval by regulatory agencies having
jurisdiction), or to suspend or terminate the Plan, at any time.
All participants will receive notice of any such action. Any
such modification, suspension or termination will not, of course,
affect previously executed transactions. The Company also
reserves the right to adopt, and from time to time to change,
such administrative rules and regulations (not inconsistent in
substance with the basic provisions of the Plan then in effect)
as it deems desirable or appropriate for the administration of
the Plan. The Agent reserves the right to resign at any time
upon reasonable written notice to the Company.
USE OF PROCEEDS
The Company has no basis for estimating precisely either the
number of shares of Common Stock that ultimately may be sold
pursuant to the Plan, or the prices at which such shares will be
sold. However, the Company proposes to use the net proceeds from
the sale of shares of Common Stock by the Company pursuant to the
Plan, when and as received, to pay at maturity unsecured debt of
the Company outstanding at the time, to make, subject to the
receipt of any necessary authorizations from regulatory agencies,
additional investments in the common stock equities of
subsidiaries of the Company, and for other corporate purposes.
EXPERTS
The financial statements and the related financial statement
schedules incorporated in this prospectus by reference from the
Company's Annual Report on Form 10-K for the year ended December
31, 1993 have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their reports, which are incorporated
herein by reference, which reports express an unqualified opinion
and include an explanatory paragraph relating to the change in
methods of accounting for income taxes and postretirement
benefits other than pensions, and have been so incorporated in
reliance upon such reports of such firm given upon their
authority as experts in accounting and auditing.
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Article 7, Sections 721-725 of the New York Business Corporation
Law and the Company's By-Laws provide for indemnification of the
Company's directors and officers in a variety of circumstances,
which may include liabilities under the Securities Act of 1933
(the 1933 Act). In addition, the Company has purchased
insurance, as permitted by Section 726 of the same New York
statute, on behalf of directors, officers, employees or agents,
which may cover liabilities under the 1933 Act.
Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the
Company has been informed that in the opinion of the SEC such
indemnification is against public policy as expressed in the 1933
Act and is therefore unenforceable.
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TABLE OF CONTENTS
Page
Documents Incorporated by Reference .................. 2
For Assistance Concerning the Plan ................... 3
The Company .......................................... 4
Description of the Plan .............................. 4
Purpose ......................................... 4
Advantages to Participants ...................... 4
Administration .................................. 5
Eligibility ..................................... 5
Enrollment Procedures ........................... 5
Reinvestment of Dividends ....................... 6
Optional Cash Payments .......................... 6
Source and Price of Shares ...................... 8
Cost to Participants ............................ 8
Account Management ................................... 9
Gift/Transfer of Shares ......................... 9
Sale of Shares .................................. 9
Certificates for Shares ......................... 10
Share Safekeeping ............................... 10
Closing a Plan Account .......................... 11
Reports to Participants ......................... 11
Federal Income Tax Information ....................... 12
Taxable Income and Tax Basis .................... 12
Information Returns ............................. 13
Withholding Provisions .......................... 13
Employee Participation ............................... 13
Other Information .................................... 14
Use of Proceeds ...................................... 16
Experts .............................................. 16
Indemnification for Securities Act Liabilities ....... 16
/PAGE
<PAGE>
<PAGE>
DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
Prospectus - December 15, 1994
American Electric Power Company, Inc.
1 Riverside Plaza
Columbus, Ohio 43215
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