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, HCAR No. 25233, dated December 27,
1990, HCAR No. 25936, dated December 1, 1993, HCAR No. 26516 dated May
10, 1996 and HCAR No. 26553, dated August 13, 1996) during the period
from April 1, 1997, through June 30, 1997, the Company issued a total of
331,691 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 $13,479,258.86, 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 36,975 shares of the Company's Common Stock,
at a total purchase price of $1,506,764.25. These transactions are set
forth in more detail in the attached Schedule I, incorporated herein by
reference.
Attached hereto is Schedule II, which provides a summary of the
total expenses incurred, directly or indirectly, by the Company in
connection with the operation of the Plan for the year ending December
31, 1996.
Attached hereto as Exhibit A is a copy of the Prospectus dated June
25, 1997, which amends and restates the plan, effective as of July 1,
1997.
AMERICAN ELECTRIC POWER COMPANY, INC.
By: /s/ A. A. Pena
A. A. Pena, Treasurer
Dated: July 11, 1997
SCHEDULE I
to
CERTIFICATE OF NOTIFICATION (#70-5943)
of
AMERICAN ELECTRIC POWER COMPANY, INC.
For the Period April 1 - June 30, 1997
TRANSACTIONS THIS PERIOD:
- Original Issue Shares -
Shares Price Total
Period Issued Per Share Purchase Price
6/10/97 331,691 $40.638 $13,479,258.86
- Open Market Purchases -
Shares Average Price Total
Date Purchased Per Share Purchase Price
04/01/97 1,452 $41.125 $ 59,713.50
04/02/97 1,518 41.500 62,997.00
04/15/97 10,759 40.250 433,049.75
04/16/97 717 39.750 28,500.75
05/01/97 6,209 40.250 249,912.25
05/02/97 386 41.000 15,826.00
05/15/97 5,272 41.250 217,470.00
05/16/97 326 41.125 13,406.75
06/02/97 3,002 40.375 121,205.75
06/03/97 1,314 40.500 53,217.00
06/16/97 4,776 41.875 199,995.00
06/17/97 1,244 41.375 51,470.50
Total O/M Purch. 36,975 $ 1,506,764.25
- Total Activity This Period -
Shares Total
Purchased Purchase Price
O/I Shares 331,691 $13,479,258.86
O/M Purchases 36,975 1,506,764.25
Total Activity 368,666 $14,986,023.11
SCHEDULE I to CERTIFICATE OF PAGE 2
NOTIFICATION (#70-5943) of
AMERICAN ELECTRIC POWER COMPANY, INC.
For the Period April 1 - June 30, 1997
CUMULATIVE SUMMARY OF TRANSACTIONS:
- Original Issue Shares -
Shares Total
Issued Purchase Price
Totals from last report 329,503 $ 13,624,949.05
Transactions this period 331,691 13,479,258.86
Total Original Issue Shares 661,194 $ 27,104,207.91
- Open Market Purchases -
Shares Total
Purchased Purchase Price
Totals from last report 41,898 $ 1,729,489.39
Transactions this period 36,975 1,506,764.25
Total Open Market Purchases 78,873 $ 3,236,253.64
SCHEDULE II
to
CERTIFICATE OF NOTIFICATION (#70-5943)
of
AMERICAN ELECTRIC POWER COMPANY, INC.
Summary of Plan Expenses
for the year ended
December 31, 1996
Fees and expenses of First Chicago Trust Company of New York, the
Plan agent:
Brokers; fees for purchase of shares $ 12,179
Account maintenance charges *
Postage 8,351
Printing expenses: DPR statement form,
authorization cards, envelopes, and
enclosing costs 2,776
Total $23,306
Average number of participants in the
Plan during the year 54,700
* In prior years, the amount was separately identified in the
billings from our transfer agent. However, beginning in 1991, we
negotiated an all-encompassing fixed fee with the transfer agent
for all transfer services it provides. Accordingly, it is not
possible to separately identify this amount. The charge is
approximately $5.00 per account.
PROSPECTUS
- -----------------------------------------------------------------
AMERICAN ELECTRIC POWER COMPANY, INC.
DIVIDEND REINVESTMENT AND DIRECT STOCK PURCHASE PLAN
American Electric Power Company, Inc. (the Company) offers
participation in the Dividend Reinvestment and Direct Stock
Purchase Plan (the Plan), effective July 1, 1997, which provides
investors with a convenient and economical way to purchase shares
of the Company's Common Stock, par value $6.50 per share (AEP
Common Stock), and to reinvest cash dividends.
Investors who are not already shareholders may become
Participants in the Plan by making an initial cash investment of at
least $250, or by authorizing a minimum of ten (10) automatic
monthly withdrawals of at least $25.
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 voluntary cash payments at any time for
as little as $25 up to a total of $150,000 per calendar
year, whether or not any dividends are being reinvested.
Voluntary cash payments will be invested as often as
practicable, but at least weekly.
-- Make automatic monthly investments by electronic funds
transfer from their bank accounts.
-- Establish an Individual Retirement Account (IRA) which
invests in AEP Common Stock through the Plan.
-- Deposit shares for safekeeping with First Chicago Trust
Company of New York (the Agent).
-- Transfer shares or make gifts of AEP Common Stock.
The Plan amends and restates in its entirety the Company's
Dividend Reinvestment and Stock Purchase Plan (DRP).
Shares of AEP Common Stock will be purchased under the Plan,
at the option of the Company, from newly issued shares or on the
open market.
----------
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.
- -----------------------------------------------------------------
The date of this Prospectus is June 25, 1997
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., 20549; CITICORP CENTER, 500 WEST MADISON STREET,
SUITE 1400, CHICAGO, ILLINOIS, 60661; AND 7 WORLD TRADE CENTER,
13TH FLOOR, NEW YORK, NEW YORK, 10048. 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 SEC
MAINTAINS A WEB SITE AT HTTP://WWW.SEC.GOV CONTAINING REPORTS,
PROXY AND INFORMATION STATEMENTS AND OTHER INFORMATION REGARDING
REGISTRANTS THAT FILE ELECTRONICALLY WITH THE SEC, INCLUDING THE
COMPANY. AEP 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, 1996.
-- The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997.
-- The Company's Current Reports on Form 8-K dated February
24, 1997 and April 1, 1997 and on Form 8-K/A dated April
1, 1997.
-- The description of AEP Common Stock 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) 223-1000). 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.
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 the Plan for investors, shareholders of the
Company and employees of American Electric Power System companies,
effective July 1, 1997.
Purpose
The purpose of the Plan is to provide Participants with a
convenient and economical way to purchase shares of AEP Common
Stock and to reinvest all or a portion of their cash dividends in
additional shares of AEP Common Stock. To the extent such shares
of AEP 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
-- Investors who are not shareholders may enroll in the Plan
by making an initial cash investment of at least $250, or
by authorizing a minimum of 10 automatic withdrawals of
at least $25 plus, in either case, an initial investment
fee of $10.00.
-- Participants may reinvest all or a portion of their cash
dividends in AEP Common Stock.
-- Participants may receive cash dividends electronically or
by check on all or any shares of AEP Common Stock,
including those held in the Plan.
-- Participants may purchase additional shares of AEP Common
Stock as often as weekly by making voluntary cash
payments up to a maximum of $150,000 per calendar year.
Voluntary investments may be made by check, money order,
or automated deduction from a predesignated checking,
savings or money market account.
-- Employees may make initial purchases of AEP Common Stock
without an initial investment fee. The minimum purchase
for employees is $5.00.
-- Participants pay no brokerage fees or expenses in
connection with purchases of AEP Common Stock under the
Plan.
-- Participants may establish an IRA which invests in AEP
Common Stock through 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 AEP Common Stock
certificates with the Agent and have their ownership of
such AEP Common Stock maintained on the Agent's records
as part of their Plan account.
-- Participants may make transfers or gifts of AEP 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 who
reinvests dividends listing year-to-date transactions in
the Participant's account. Transaction advices are
mailed after voluntary cash payments unless included in
a quarterly statement. Annual statements are mailed to
all Plan Participants who had activity in the account
during that year.
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 AEP 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
Any person or legal entity, residing in the United States, whether
or not an AEP Common Stock shareholder of record, is eligible to
participate in the Plan. Citizens or residents of a country other
than the United States, its territories and possessions, are
eligible to participate if such participation would not violate
laws applicable to the Company or the Participant.
Beneficial owners of AEP Common Stock are owners whose shares are
registered in names other than their own (for instance, in the name
of a broker or bank nominee). In order to participate in the Plan,
such beneficial owners must become shareholders of record by having
shares transferred into their own names. Beneficial owners may
direct their broker/dealers to register all or any number of whole
shares through the Direct Registration System by conducting a "WT"
(withdraw by transfer) "S" (statement transaction) for the number
of shares to be transferred. Please contact the Agent for more
specific information.
Enrollment Procedures
Shareholders of Record:
Shareholders of record who are currently Participants in the
Company's DRP will be automatically enrolled in the Plan unless
such shareholder instructs the Plan Administrator in writing to
close the account or to alter the conditions of participation.
Other shareholders of record may become Participants in the Plan by
sending a completed Enrollment Authorization Form to the
Administrator. The initial investment fee does not apply to
shareholders of record.
Investors:
After receiving a copy of this Prospectus, investors may apply for
enrollment in the Plan by completing all required sections of the
Initial Investment Form and sending it to the Agent. The Initial
Investment Form must be accompanied by either an Authorization Form
for Automatic Deductions of at least $25 per month for a minimum of
10 months, or an initial cash payment in the form of a check or
money order made payable (in U.S. dollars) to First Chicago-AEP.
The minimum amount for an initial cash investment is $250 and the
amount cannot exceed $150,000 in a calendar year. A $10 initial
investment fee will be deducted from the initial investment
payment. Do not send cash or third party checks. No interest will
be paid on investment amounts held by the Agent pending the
purchase of shares.
If the Plan account will be in more than one name, all potential
Participants must sign the Initial Investment Form. The Agent
reserves the right to limit or combine Plan accounts with identical
taxpayer identification numbers and legal registrations.
Employees:
Full or part-time employees of the Company or any of its
subsidiaries may apply for enrollment in the Plan by returning a
completed Employee Enrollment Form which is available from the
Security Owner Relations office at 1 Riverside Plaza, Columbus,
Ohio 43215. No enrollment fees will be charged to employees. See
also "Employee Participation" on page 15.
Enrollment Authorization Form:
Three options are shown on the Enrollment Authorization Form. The
Participant must place an "X" in the appropriate box 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), and (3)
voluntary cash payments only (no reinvested dividends). Under each
of these options, the Participant may make voluntary cash payments
at any time. The Participant may change reinvestment levels from
time to time by submitting a revised Enrollment Authorization Form
to the Agent.
Reinvestment of Dividends
Participants may elect full reinvestment, partial reinvestment and
partial cash, or full cash payment of all dividends by completing
the Enrollment Authorization Form as described above. If the
Participant chooses partial reinvestment, the Participant needs to
designate on the Enrollment Authorization Form the number of whole
shares to receive cash dividends. Dividends paid on all of the
Participant's other shares in the Plan will be reinvested.
Once a Participant elects full reinvestment, cash dividends paid on
all AEP Common Stock registered in the Participant's name and/or
held in the Participant's Plan account will be reinvested in
additional shares of AEP 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 Authorization Form and return
the form to the Agent. This form is not part of the Enrollment
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 Authorization Form must be completed.
If the Participant closes or changes a bank account number, a new
Direct Deposit Authorization Form must be completed.
Initial Investments and Voluntary Cash Payments
Participants may make investments by personal check, money order,
or automatic deduction from a predesignated account. Voluntary
cash payments must be a minimum of $25 and may not exceed $150,000
per calendar year. There is no obligation to make a voluntary cash
payment at any time, and the amount of such payments may vary.
Investment Dates for Initial Investments and Voluntary Cash
Payments:
Initial investments and voluntary cash payments received by the
Agent will be invested as soon as practicable; but in any event,
such investments will be invested not later than five business days
after they are received by the Agent (Voluntary Cash Investment
Date). In order to be entitled to the next dividend to be paid,
such investments must be received by the Voluntary Cash Investment
Date which is prior to the ex-dividend date. The ex-dividend date
is currently three business days prior to, and including, the
record date, which record date 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.
Upon a Participant's written or telephone request received by the
Agent no later than two business days prior to the Voluntary Cash
Investment Date, a 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.
Methods of Payments:
Check or Money Order. Voluntary cash payments may be made by check
or money order payable in U.S. dollars to "First Chicago-AEP."
Voluntary cash payments must be sent to the Agent together with the
Transaction 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. Additional Transaction Forms are available upon
request from the Agent.
For initial cash investments, see "Enrollment Procedures -
Investors" on page 5.
Automatic Deduction from an Account. Participants may make
automatic investments of a specified amount (up to $150,000 per
calendar year) through an Automated Clearing House (ACH) withdrawal
from a predesignated account at a U.S. bank or financial
institution. To initiate automatic deductions, the Participant
must complete and sign an Authorization Form for Automatic
Deductions 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; however, Participants should
allow four to six weeks for their first investment to be initiated.
Once automatic deductions are initiated, funds will be drawn from
the Participant's account on either the 1st or 15th of each month,
or both (as chosen by the Participant), or the next business day if
either the 1st or the 15th is not a business day, and will normally
be invested within five business days.
Participants may change or terminate automatic deductions by
completing and submitting to the Agent a new Authorization Form for
Automatic Deductions. 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 Voluntary
Cash Investment Date, however, the new Authorization Form for
Automatic Deductions must be received by the Agent at least six
business days preceding the date the funds will be withdrawn.
Source and Price of Shares
If shares are purchased for the Plan on the open market, the Agent
may, at its sole discretion, begin purchasing shares no earlier
than three business days prior to any 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 AEP 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 AEP Common Stock purchased directly from the
Company will be the average of the daily high and low sales prices
of AEP 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.
If both open market purchases and purchases directly from the
Company are made with respect to any 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
An initial investment fee of $10 will be charged to all
non-shareholders (except Company employees) who elect to
participate in the Plan. Brokerage commissions and other expenses
for shares purchased on the open market will be paid by the
Company. These commissions will be considered as additional income
to Participants for tax purposes and will be reported on year-end
tax statements. There are no brokerage fees for shares purchased
directly from the Company. The Participant does pay a service fee
and brokerage commissions ($5.00 and approximately 12 cents a
share) on shares that are sold through the Plan at the
Participant's request.
INDIVIDUAL RETIREMENT ACCOUNT
Individuals may establish an IRA which invests in AEP Common Stock
through the Plan by either (i) returning a completed IRA Enrollment
Form and making an initial investment to the IRA of at least $250
or (ii) transferring funds having a fair market value of $250 on
the enrollment date, from an existing IRA account, and by
completing an IRA Enrollment Form and an IRA Transfer Form. These
forms and a disclosure statement are available from the Agent. An
annual fee of $35 will be charged by the Agent.
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. There is no initial investment fee charged to the
recipient. 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 AEP 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 Participant, the account will
be enrolled under the full reinvestment option 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 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 a voluntary 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.
Direct Registration System/Broker-Dealer Accounts
AEP shareholders can add their broker/dealer account numbers to
their book-entry accounts being maintained by First Chicago Trust
for the electronic transfer of shares. The Agent (1-800-328-6955)
will provide an Authorization to Provide Broker/Dealer Information
Form. The Authorization, properly completed with the broker/dealer
name, Depository Participant number and bank/broker account number,
should be signed by all shareholders named in the registration on
the account and returned to the Agent. The signature(s) on the
Authorization should be guaranteed by the broker/dealer with a
Medallion Guarantee.
Once the broker/dealer account number is added to the account, the
shareholder may call or write the Agent and instruct them to
deliver a specified number of whole shares to the account specified
at the broker/dealer. Following a transfer, the Agent will provide
the Participant with a statement confirming the movement of shares
to the bank/broker and the share balance on the records of the
Agent.
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 practicable 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 service fee and brokerage
commissions ($5.00 and approximately 12 cents per share). Proceeds
of shares sold through the Plan will be paid to the Participant by
check.
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 dividend 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. See "Closing a Plan Account" below.
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) upon which
dividends are reinvested held for each Participant will be shown on
each quarterly statement of account. Participants may obtain a new
certificate for all or some of the whole shares of AEP Common Stock
held in their Plan accounts by completing the information on the
bottom portion of their statement or upon telephone or 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" above, shares of
AEP Common 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 AEP 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, a new, differently numbered
certificate will be issued.
By using the Plan's share safekeeping service, Participants no
longer bear the risk associated with loss, theft or destruction of
AEP Common 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" above).
There is no charge for this custodial service.
Participants who wish to deposit their AEP 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.
Participants should contact the Agent for information about sending
certificates having a current market value in excess of $25,000.
Individual investors must notify the Agent of any lost certificate
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
AEP 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 $25,000 and coverage is available
only when the certificate(s) are sent to the Agent in accordance
with the guidelines described above.
Insurance covers the replacement of shares of AEP Common 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 if the
certificates are lost in transit to the Agent.
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 telephone or 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 share.
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 a service fee and any applicable brokerage commissions.
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
dividend will be mailed following the dividend payment date.
No voluntary 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 AEP 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
Enrollment 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 or withdrawn, total shares accumulated
and other year-to-date information. The quarterly statement will
indicate the shares held by the Agent for the Participant and other
shares registered in the Participant's name upon which dividends
are reinvested. 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. However,
charges may be assessed for statements for closed accounts.
Each Participant will be sent the same communications sent to all
other registered holders of shares of AEP Common Stock, including
the Company's 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 and/or shares sold,
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 AEP 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 AEP 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 Company 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.
Voluntary Cash Payments. In the case of the shares purchased on
the open market with voluntary 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 voluntary 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 initial investment fee may be deductible by Participants who
itemize deductions, subject to limitations provided under the
Internal Revenue Code.
The above rules are based on an Internal Revenue Service (IRS)
ruling the Company obtained with respect to the Plan. These rules
may not be applicable to certain Participants in the Plan, such as
tax-exempt entities (e.g., IRA accounts and pension funds) and
foreign shareholders. These particular Participants should consult
their own tax advisors concerning the tax consequences applicable
to their situation.
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 Form 1099-DIV 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 Form 1099-B 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: (i) that Participant fails to certify
to the Agent that the Participant is not subject to backup
withholding, (ii) that Participant fails to certify that the
taxpayer identification number provided is correct or (iii) 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 employees (i) may
enroll in the Plan to purchase shares with voluntary cash payments
without paying an enrollment fee and (ii) may arrange with their
employers to make such voluntary cash payments through regular
payroll deductions. Voluntary cash payments by employees,
including payroll deductions, have a minimum investment of $5.00
and may not exceed $150,000 per calendar year.
Enrollment. An employee may enroll in the Plan at any time to
purchase shares of AEP Common Stock with voluntary 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 Shareholder Relations Department, American
Electric Power Service Corporation, 1 Riverside Plaza, Columbus,
Ohio 43215. If an employee elects to make voluntary 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 AEP 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 voluntary cash payments
through payroll deductions. Any employee who is or becomes a
holder of record of AEP Common Stock may obtain from the Agent and
execute a shareholder Enrollment Authorization Form in order to
provide for the reinvestment of cash dividends on those shares.
Payroll Deductions. An 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 voluntary cash payments directly to the Agent.
Withdrawal From the Plan. In order to withdraw from the Plan,
Employee-Participants must notify the Agent by telephone or in
writing of their intent to withdraw, and employees making voluntary
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.
OTHER INFORMATION
Stock Split, Stock Dividend or Rights Offering. Any stock
dividends or split shares of AEP Common Stock distributed by the
Company on shares held by the Agent for a Participant's
Plan account or held by the Participants in the form of stock
certificates will be added to the Participant's account.
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 AEP 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 AEP Common Stock. At the 1994 annual
meeting of the Company's shareholders, the shareholders approved
the issuance and sale of new shares of AEP Common Stock for
Participants in the Plan without limitations on, among other
things, the maximum dollar amount of voluntary 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.
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 be sent 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 AEP 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 AEP 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 AEP Common Stock equities of subsidiaries of the
Company, and for other corporate purposes.
EXPERTS
The financial statements and the related financial statement
schedule incorporated in this prospectus by reference from the
Company's Annual Report on Form 10-K for the year ended December
31, 1996 have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their reports, which are incorporated herein
by reference, 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.
FOR ASSISTANCE CONCERNING THE PLAN ...
Correspondence concerning the Plan:
First Chicago Trust Company of New York
AEP Dividend Reinvestment Plan
P. O. Box 2521
Jersey City, New Jersey 07303-2521
Voluntary 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
Indicate American Electric Power Company, Inc. and account number
if applicable, in all correspondence.
Telephone:
First Chicago Trust Company of New York: 1-800-328-6955. An
automated phone system is available 24 hours a day, 7 days a week.
Customer service representatives are available from 8:30 a.m. to
7:00 p.m. Eastern time each business day.
Non-shareholder requests for information about the Plan:
1-800-955-4740, 24 hours a day.
Sale of Plan shares and issuance of stock certificates:
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 10:00 p.m. Eastern time on Saturdays and most holidays.
TDD: 1-201-222-4955 Telecommunications Device for the hearing
impaired.
Foreign Language Translation Service for more than 140 foreign
languages is available.
Internet: Messages forwarded on the Internet will be responded to
within one business day. The First Chicago Trust Internet address
is "http://www.fctc.com". The Company's Internet address is
"http://www.aep.com".
E-Mail: First Chicago Trust's E-mail address is
"[email protected]".
If you wish to contact the Company directly, you may write to:
American Electric Power Company, Inc.
Shareholder Relations Department
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>
TABLE OF CONTENTS
Page
Documents Incorporated by Reference . 2
The Company . . . . . . . . . . . . . 3
Description of the Plan . . . . . . . 3
Purpose . . . . . . . . . . . . . . 3
Advantages to Participants . . . . 3
Administration . . . . . . . . . . 4
Eligibility . . . . . . . . . . . . 4 Dividend Reinvestment and
Enrollment Procedures . . . . . . . 5
Reinvestment of Dividends . . . . . 6 Direct Stock Purchase Plan
Initial Investments and Voluntary
Cash Payments . . . . . . . . . . 7
Source and Price of Shares . . . . 8
Cost to Participants . . . . . . . 9
Individual Retirement Account . . . . 9
Account Management . . . . . . . . . 9
Gift/Transfer of Shares . . . . . . 9
Direct Registration System/
Broker-Dealer Accounts . . . . .10
Sale of Shares . . . . . . . . . .10 Prospectus - June 25, 1997
Certificates for Shares . . . . . .11
Share Safekeeping . . . . . . . . .11
Closing a Plan Account . . . . . .12
Reports to Participants . . . . . .13
Federal Income Tax Information . . .13
Taxable Income and Tax Basis . . .13
Information Returns . . . . . . . .14
Withholding Provisions . . . . . .15
Employee Participation . . . . . . .15
Other Information . . . . . . . . . .16 American Electric Power
Use of Proceeds . . . . . . . . . . .18 Company, Inc.
Experts . . . . . . . . . . . . . . .18 1 Riverside Plaza
Indemnification for Securities Act Columbus, Ohio 43215
Liabilities . . . . . . . . . . . .18
For Assistance Concerning the Plan .19
