File No. 70-5943
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
POST-EFFECTIVE AMENDMENT NO. 25
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, 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, 2000, 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
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 wholesale 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
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.
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.
COMPLIANCE WITH RULE 53
Under Rule 53(a), the Commission shall not make certain speci-
fied findings under Sections 7 and 12 in connection with a proposal
by a holding company to issue securities for the purpose of acquir-
ing the securities of or other interest in an EWG or to guarantee
the securities of an EWG if each of the conditions in paragraphs
(a) (1) through (a)(4) thereof are met, provided that none of the
conditions specified in paragraphs (b)(1) through (b)(3) of Rule 53
exists. In that regard, AEP states that, assuming that the entire
Investment Limit from the Shares, all of the conditions set forth
in Rule 53(a) would be satisfied and none of the conditions set
forth in Rule 53(b) exists or, as a result thereof, would exist.
Rule 53(a)(1): AEP Resources International, Limited
("AEPRI"), an indirect subsidiary of AEP, is an EWG. As of March
31, 1996, AEP, through its subsidiary, AEP Resources, Inc., had
invested $365,000 in AEPRI. This investment represents less than
1% of $1,406,191,000, the average of the consolidated retained
earnings of AEP reported on Form 10-K or Form 10-Q, as applicable,
for the four consecutive quarters ended March 31, 1996.
Rule 53(a)(2): AEPRI will maintain books and records and
cause each EWG or FUCO in which it directly or indirectly holds an
interest to maintain and make available the books and records re-
quired by Rule 53(a)(2).
Rule 53(a)(3): No more than 2% of the employees of AEP's
operating utility subsidiaries will, at any one time, directly or
indirectly, render services to EWGs or FUCOs.
Rule 53(a)(4): AEP is simultaneously submitting a copy of
this Application or Declaration, and will submit copies of any Rule
24 certificates required hereunder, as well as a copy of Item 9 and
Exhibits G and H of AEP's Form U5S to each of the public service
commissions having jurisdiction over the retail rates of AEP's
operating utility subsidiaries.
In addition, AEP states that the provisions of Rule 53(a) are
not made inapplicable to the authorization herein requested by
reason of the provisions of Rule 53(b).
Rule 53(b)(1): Neither AEP nor any subsidiary of AEP is the
subject of any pending bankruptcy or similar proceeding.
Rule 53(b)(2): AEP's average consolidated retained earnings
for the four most recent quarterly periods ($1,406,191,000) repre-
sented an increase of approximately $74,946,000 (or 5.6%) in the
average consolidated retained earnings from the previous four
quarterly periods ($1,331,245,000).
Rule 53(b)(3): For the year ended December 31, 1995, there
were no losses attributable to AEP's direct or indirect investments
in EWGs or FUCOs other than $93,000 in preliminary development and
start-up costs.
CERTIFICATES OF NOTIFICATION
Pursuant to previous authorization in this file, Certificates
of Notification under Rule 24 shall be filed quarterly with respect
to the issuance and sale of AEP Common Stock pursuant to the DRP.
ITEM 2. FEES, COMMISSIONS AND EXPENSES
No other fees, other than the $2,000 filing fee to the Commis-
sion for this Post-Effective Amendment and the New York Stock
Exchange listing fee of $26,650, commissions or expenses, other
than expenses estimated not to exceed $1,000 and to be billed at
cost by American Electric Power Service Corporation, are to be paid
or incurred by AEP in connection with the proposed transactions.
ITEM 3. APPLICABLE STATUTORY PROVISIONS
AEP considers that Sections 6(a) and 7 of the Public Utility
Holding Company Act of 1935 and Rules 50 and 53 of the Commission
thereunder are applicable to the proposed sale of AEP Common Stock
pursuant to the DRP.
ITEM 5. PROCEDURE
It is requested that the Commission's order permitting this
Amendment to become effective be issued on or before August 1,
1996. AEP waives any recommended decision by a hearing officer or
by any other responsible officer of the Commission and waives the
30-day waiting period between the issuance of the Commission's
Order and the date it is to become effective, since it is desired
that the Commission's Order, when issued, become effective forth-
with. AEP consents to the Division of Corporate Regulation
assisting in the preparation of the Commission's decision and/or
Order in this matter, unless the Division of Corporate Regulation
opposes the matter covered by this amendment.
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS
The following exhibit is filed as part of this statement:
(a) EXHIBITS:
G-1 Proposed Notice of Proposed Issuance and Sale of
Common Stock Pursuant to Dividend Reinvestment and
Stock Purchase Plan and Exception from Competitive
Bidding.
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. 25 to be signed on its behalf by the
undersigned thereunto duly authorized.
AMERICAN ELECTRIC POWER COMPANY, INC.
By:_______/s/_A._A._Pena___________
A. A. Pena
Treasurer
Dated: June 18, 1996
EXHIBIT G-3
SECURITIES AND EXCHANGE COMMISSION
(Release No. ; 70-5943)
American Electric Power Company, Inc.
Notice of Increase in Authorized Shares
to be Issued and Sold Pursuant to Dividend
Reinvestment and Stock Purchase Plan
June ___, 1996
American Electric Power Company, Inc. ("AEP"), 1 Riverside
Plaza, Columbus, Ohio 43215, a registered holding company, has
filed with this Commission a post-effective amendment to its
declaration in this proceeding pursuant to Sections 6(a) and 7 of
the Public Utility Holding Company Act of 1935 ("Act") and Rules 50
and 53 thereunder.
By orders in this proceeding dated February 8, 1977, April 19,
1978, March 29, 1979, August 8, 1979, May 1, 1980, June 30, 1981,
June 15, 1982, June 29, 1983, June 29, 1984, December 19, 1984,
July 1, 1985, January 3, 1986, December 18, 1987, December 27,
1990, December 1, 1993, and May 10, 1996 (HCAR Nos. 19879, 20506,
20979, 21180, 21544, 22113, 22539, 22989, 23353, 23538, 23754,
23980, 24534, 25233, 25936, and 26516, respectively), AEP was
authorized to issue and sell, from time to time through December
31, 2000, up to 44,000,000 shares of its authorized but unissued
Common Stock, $6.50 par value, pursuant to its Dividend
Reinvestment and Stock Purchase Plan (the "Plan").
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 pursuant to the DRP.
Accordingly, AEP, by this Amendment, is seeking authority to
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.
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.
The amended declaration and any further amendments thereto are
available for public inspection through the Commission's Office of
Public Reference. Interested persons wishing to comment or request
a hearing should submit their views in writing by August 1, 1996,
to the Secretary, Securities and Exchange Commission, Washington,
D.C. 20549, and serve a copy on the declarant at the address
specified above. Proof of service (by affidavit or, in case of an
attorney at law, by certificate) should be filed with the request.
Any request for a hearing shall identify specifically the issues of
fact or law that are disputed. A person who so requests will be
notified of any hearing, if ordered, and will receive a copy of any
notice or order issued in this matter. After said date, the
declaration, as now amended or as it may be further amended, may be
permitted to become effective.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Secretary
