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File No. 70-5943
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
POST-EFFECTIVE AMENDMENT NO. 26
to
FORM U-1
________________________________
DECLARATION
under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
***
AMERICAN ELECTRIC POWER COMPANY, INC.
1 Riverside Plaza, Columbus, Ohio 43215
(Name of company or companies filing this statement
and address of principal executive offices)
***
AMERICAN ELECTRIC POWER COMPANY, INC.
1 Riverside Plaza, Columbus, Ohio 43215
(Name of top registered holding company
parent of each applicant or declarant)
***
A.A. Pena, Treasurer
AMERICAN ELECTRIC POWER SERVICE CORPORATION
1 Riverside Plaza, Columbus, Ohio 43215
John F. Di Lorenzo, Jr., Associate General Counsel
AMERICAN ELECTRIC POWER SERVICE CORPORATION
1 Riverside Plaza, Columbus, Ohio 43215
(Names and addresses of agents for service)
American Electric Power Company, Inc. ("AEP") hereby amends
its Declaration on Form U-1, in File No. 70-5943, as heretofore
amended, to amend and restate the first eight paragraphs of ITEM 1.
as follows:
ITEM 1. DESCRIPTION OF PROPOSED TRANSACTION
Background
Under the Commission's orders dated February 8, 1977 (HCAR No.
19879), April 19, 1978 (HCAR No. 20506), March 29, 1979 (HCAR No.
20979), August 8, 1979 (HCAR No. 21180), May 1, 1980 (HCAR No.
21544), June 30, 1981 (HCAR No. 22113), June 15, 1982 (HCAR No.
22539), June 29, 1983 (HCAR No. 22989), June 29, 1984 (HCAR No.
23353), December 19, 1984 (HCAR No. 23538), July 1, 1985 (HCAR No.
23754), January 3, 1986 (HCAR No. 23980), December 18, 1987 (HCAR
No. 24534), December 27, 1990 (HCAR No. 25233), December 1, 1993
(HCAR No. 25936) in this file, AEP was authorized to issue and
sell, from time to time through December 31, 1996, up to 44,000,000
shares of Common Stock, $6.50 par value, pursuant to AEP's Dividend
Reinvestment and Stock Purchase Plan (the "DRP"). Through May 15,
1996, a total of 43,416,621 shares had been so issued and sold,
leaving a balance of 583,379 shares available for issuance and sale
(the "Remaining Shares") pursuant to the DRP. The Order dated
December 1, 1993 stated that AEP would not use the proceeds of its
common stock under the DRP to acquire interests in "exempt whole-
sale generators" ("EWGs") as defined in Section 32 of the Act and
in "foreign utility companies" ("FUCOs") as defined in Section 33
of the Act.
In its Order dated May 10, 1996 in this File (HCAR No. 26516),
the Commission approved the use of proceeds of the issuance and
sale of up to 10,000,000 shares of AEP Common Stock under, among
other things, the DRP, to invest in EWGs and FUCOs, subject to 50%
of the consolidated retained earnings of AEP determined in accor-
dance with Rule 53 ("Investment Limit").
Pursuant to the DRP, shares of Common Stock of AEP may be pur-
chased by First Chicago Trust Company of New York (the "Agent") on
behalf of participants in the DRP either on the open market or
directly from AEP. Since September 1994, the Agent has purchased
approximately 350,000 newly issued shares per quarter from AEP
pursuant to the DRP. Projections for the future indicate that the
Agent may purchase approximately 400,000 shares of Common Stock of
AEP per calendar quarter to fulfill dividend reinvestment and
optional purchases by shareholders under the DRP.
Current Transaction
Based on the foregoing projections, a total of approximately
6,800,000 additional shares of AEP Common Stock would be necessary
to meet the requirements for the DRP through December 31, 2000
without factoring in an increase in the level of investments. AEP
believes that a total of approximately 10,000,000 shares of AEP
Common Stock may be necessary to meet its anticipated requirements
and provide a sufficient margin of extra shares with which to meet
unexpected contingencies such as an extraordinary increase in par-
ticipation in the DRP or a decrease in the market price of AEP
Common Stock.
Accordingly, AEP, by this Amendment, is seeking authority to
(a) issue and sell the Remaining Shares pursuant to the DRP, from
December 31, 1996 to December 31, 2000; and (b) issue and sell an
additional 10,000,000 shares of its AEP Common Stock ("New Stock")
through December 31, 2000 pursuant to the DRP, bringing the total
authorized under the DRP to 54,000,000 shares of AEP Common Stock
through December 31, 2000.
The proceeds of the issuance and sale of the New Stock will be
to pay at maturity unsecured debt of AEP outstanding at the time,
to make, additional investments in the common stock equities of
subsidiaries of AEP, and for other corporate purposes, including to
acquire interests in EWGs or FUCOs.
If the proceeds of the issuance and sale of AEP Common Stock
pursuant to the DRP are used for investment in EWGs or FUCOs, then
said issuance will be subject to the Investment Limit and will be
deducted from the 10,000,000 shares of AEP Common Stock authorized
for that purpose in the May 10, 1996 Order. In addition, said
shares issued and sold through the DRP, regardless of the particu-
lar use of the proceeds from that sale, will be deducted from the
10,000,000 shares proposed to be authorized by this filing.
The terms and provisions of the DRP will remain as described
in Post-Effective Amendment No. 1 as amended by Post-Effective
Amendments No. 3, 14, 16 and 22.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
Post-Effective Amendment No. 26 to be signed on its behalf by the
undersigned thereunto duly authorized.
AMERICAN ELECTRIC POWER COMPANY, INC.
By:______A. A. Pena______
A. A. Pena
Treasurer
Dated: July 16, 1996
