<PAGE> File No.
33-01734
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 3
to
FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
AMERICAN ELECTRIC POWER COMPANY, INC.
(Exact name of issuer as specified in its charter)
New York 13-4922640
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1 Riverside Plaza, Columbus, Ohio 43215
(Address of principal executive offices)
Issuer's telephone number, including area code: (614)
223-1000
G. P. Maloney, Vice President
AMERICAN ELECTRIC POWER COMPANY, INC.
1 Riverside Plaza, Columbus, Ohio 43215
(Name and address of agent for service)
Telephone number, including area code,
of agent for service: (614) 223-2860
Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of this
Registration Statement.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. [ ]
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box. [X]
Pursuant to Rule 429, the Prospectus included herein also
relates to Registration No. 2-91636.<PAGE>
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.
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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 ___, 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 __, 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
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS.
Item 15. Indemnification of Directors and Officers.
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
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.
Item 16. Exhibits.
Reference is made to the information contained in the
Exhibit Index filed as part of this Post-Effective Amendment.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant has duly caused this post-effective amendment to
its registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Columbus,
and State of Ohio, on the 20th day of June, 1997.
American Electric Power Company, Inc.
By: G. P. Maloney, Vice President*
Pursuant to the requirements of the Securities Act of 1933,
this post-effective amendment to the registrant's registration
statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
(i) Principal Executive Officer:
E. Linn Draper, Jr. Chairman of the Board
and Chief Executive
Officer June 20, 1997
(ii) Principal Financial Officer:
G. P. Maloney
(G. P. Maloney) Vice President June 20, 1997
(iii) Principal Accounting Officer:
P. J. DeMaria* Controller June 20, 1997
(iv) A Majority of the Directors:
P. J. DeMaria*
John P. DesBarres*
E. Linn Draper, Jr.*
Robert M. Duncan*
Robert W. Fri*
Lester A. Hudson, Jr.*
G. P. Maloney*
Leonard J. Kujawa*
G. P. Maloney*
Angus E. Peyton*
Donald G. Smith*
Linda Gillespie Stuntz*
Morris Tanenbaum*
*By:_______/s/_G._P._Maloney________
(G. P. Maloney, as Attorney-in-Fact) June 20, 1997
<PAGE>
EXHIBIT INDEX
Certain of the following exhibits, designated with an
asterisk (*), are filed herewith. Certain of the following
exhibits, designated with a dagger (+), previously have been
filed with this registration statement. The exhibits not so
designated have heretofore been filed with the Commission and,
pursuant to 17 C.F.R. <Section> 201.24 and <Section> 230.411, are
incorporated herein by reference to the documents indicated in
brackets following the descriptions of such exhibits.
Exhibit
Number Description
- ------- -----------
4(a) -- Copy of Restated Certificate of Incorporation of
the Company, dated April 26, 1978. [Registration
Statement No. 2-62778, Exhibit 2(a)].
4(b) -- Copy of Certificate of Amendment of the Restated
Certificate of Incorporation of the Company, dated
April 23, 1980. [Post-Effective Amendment No. 2
to Registration Statement No. 33-1052, Exhibit
4(b)].
4(c) -- Copy of Certificate of Amendment of the Restated
Certificate of Incorporation of the Company, dated
April 28, 1982. [Post-Effective Amendment No. 2
to Registration Statement No. 33-1052, Exhibit
4(c)].
4(d) -- Copy of Certificate of Amendment of the Restated
Certificate of Incorporation of the Company, dated
April 25, 1984. [Post-Effective Amendment No. 2
to Registration Statement No. 33-1052, Exhibit
4(d)].
4(e) -- Copy of Certificate of Change of the Restated
Certificate of Incorporation of the Company, dated
July 5, 1984. [Post-Effective Amendment No. 2 to
Registration Statement No. 33-1052, Exhibit 4(e)].
4(f) -- Copy of Certificate of Amendment of the Restated
Certificate of Incorporation of the Company, dated
April 27, 1988. [Post-Effective Amendment No. 2
to Registration Statement No. 33-1052, Exhibit
4(f)].
*4(g) -- Copy of Certificate of Amendment of the Restated
Certificate of Incorporation of the Company, dated
April 23, 1997.
*4(h) -- Composite copy of the Restated Certificate of
Incorporation of the Company, as amended.
*4(i) -- Copy of By-Laws of the Company, as amended through
April 23, 1997.
+5 -- Opinion of counsel as to the legality of the
securities being registered.
+8(a) -- Opinion of counsel re tax matters.
+8(b) -- Copy of Internal Revenue Service determination
letter, dated August 4, 1986, with respect to the
Plan (included in Exhibit 8(a) as previously
filed).
+23(a) -- Consent of Deloitte & Touche LLP, dated December
15, 1994.
*23(b) -- Consent of Deloitte & Touche LLP, dated June 20,
1997.
+24(b) -- Consent of William C. Harvey.
+24(c) -- Consent of Earl Goldhammer (included in Exhibit
8(a) as previously filed).
+25(a) -- Powers of attorney.
*25(a)(i) -- Powers of attorney.
+25(b) -- Resolutions of the Board of Directors of the
Company.
*25(c) -- Resolutions of the Board of Directors of the
Company.
28 -- Copy of Agreement, dated as of February 8, 1977,
between the Company and Morgan Guaranty Trust
Company of New York, now known as First Chicago
Trust Company of New York. [Registration
Statement No. 2-61009, Exhibit 1(a)].
<PAGE>
Exhibit 4(g)
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
AMERICAN ELECTRIC POWER COMPANY, INC.
Under Section 805 of the Business Corporation Law
The undersigned, being respectively the Vice President and
Assistant Secretary of American Electric Power Company, Inc.,
hereby certify that:
1. The name of the corporation is AMERICAN ELECTRIC POWER
COMPANY, INC. The name under which the corporation was formed is
American Gas and Electric Company.
2. The certificate of consolidation forming the corporation
was filed by the Department of State on February 18, 1925.
3.(A) The certificate of incorporation of the corporation,
as heretofore amended, is hereby amended pursuant to sections 702
and 801(b)(14) of the Business Corporation Law, to delete the
first sentence of paragraph 5, which provides for the minimum and
maximum number of directors of the corporation.
(B) Paragraph 5 of the certificate of incorporation of the
corporation, as heretofore amended, is hereby amended to read as
follows:
5. Directors shall hold office after the expiration of
their terms until their successors are elected and have
qualified. Directors need not be stockholders.
4. The manner in which this amendment to the certificate of
incorporation of the corporation, as heretofore amended, was
authorized was by the (i) unanimous affirmative vote of the Board
of Directors of the corporation at its meeting duly called and
held on the 26th day of February, 1997, a quorum being present,
and (ii) affirmative vote of the holders of a majority of all
outstanding shares entitled to vote thereon at the annual meeting
of shareholders of the corporation duly called and held on the
23rd day of April, 1997, a quorum being present.
IN WITNESS WHEREOF, the undersigned have signed this
certificate this 23rd day of April, 1997, and do affirm the
contents to be true under the penalties of perjury.
/s/ G. P. Maloney
------------------------
G. P. Maloney
Vice President
/s/ John F. Di Lorenzo, Jr.
-------------------------
John F. Di Lorenzo, Jr.
Assistant Secretary
<PAGE>
Exhibit 4(h)
RESTATED CERTIFICATE OF INCORPORATION
OF
AMERICAN ELECTRIC POWER COMPANY, INC.
Under Section 807 of the Business Corporation Law
1. The name of the corporation shall be AMERICAN ELECTRIC
POWER COMPANY, INC.
2. The purposes for which the corporation is formed are:
(a) To acquire, hold and dispose of the stock, bonds,
notes, debentures and other securities and obligations
(hereinafter called "securities") of any person, firm,
association, or corporation, private, public or municipal, or
of any body politic, including, without limitation,
securities of electric and gas utility companies; and while
the owner of such securities, to possess and exercise in
respect thereof all the rights, powers and privileges of
ownership thereof, including voting power;
(b) To aid in any manner permitted by law any person,
firm, association or corporation in whose securities the
corporation may be interested, directly or indirectly, and to
do any other act or thing permitted by law for the
preservation, protection, improvement or enhancement of the
value of such securities or the property represented thereby
or securing the same or owned, held or possessed by such
person, firm, association or corporation;
(c) To acquire, construct, own, maintain, operate and
dispose of real or personal property used or useful in the
business of an electric utility company or gas utility
company and such other real or personal property as may be
permitted by law; and
(d) To do everything necessary, proper, advisable or
convenient for the accomplishment of the foregoing purposes,
and to do all other things incidental to them or connected
with them that are not forbidden by law or by this
certificate of incorporation.
3. The city and county in which the office of the
corporation is to be located are the City and County of New York.
4.1. The aggregate number of shares which the corporation is
authorized to issue is 300,000,000 shares of Common Stock of the
par value of $6.50 each.
4.2. Each share of the Common Stock shall be equal in all
respects to every other share of the Common Stock. Every holder
of record of the Common Stock shall have one vote for each share
of Common Stock held by him for the election of directors and
upon all other matters; provided, however, that at all elections
of directors by stockholders each holder of record of shares of
the Common Stock then entitled to vote, shall be entitled to as
many votes as shall equal the number of votes which (except for
this provision as to cumulative voting) he would be entitled to
cast for the election of directors with respect to his shares of
Common Stock multiplied by the number of directors to be elected,
and such holder may cast all of such votes for a single director
or may distribute them among the number of directors to be voted
for, or any two or more or them, as he may see fit, which right,
when exercised, shall be termed cumulative voting.
4.3. The corporation may, at any time and from time to time,
issue and dispose of any of the authorized and unissued shares of
the Common Stock for such consideration as may be fixed by the
Board of Directors, subject to any provisions of law then
applicable, and subject to the provisions of any resolutions of
the stockholders of the corporation relating to the issue and
disposition of such shares.
4.4. Upon any issuance for money or other consideration of
any stock of the corporation, or of any securities convertible
into any stock of the corporation, of any class whatsoever which
may be authorized from time to time, no holder of stock of any
kind shall have any preemptive or other right to subscribe for,
purchase or receive any proportionate or other share of the stock
or securities so issued, but the Board of Directors may dispose
of all or any portion of such stock or securities as and when it
may determine free of any such rights, whether by offering the
same to stockholders or by sale or other disposition as the Board
of Directors may deem advisable; provided, however, that if the
Board of Directors shall determine to issue and sell any shares
of Common Stock (including, for the purposes of this paragraph,
any security convertible into Common Stock, but excluding shares
of Common Stock and securities convertible into Common Stock
theretofore reacquired by the corporation after having been duly
issued, and excluding shares of Common Stock and securities
convertible into Common Stock issued to satisfy conversion or
option rights theretofore granted by the corporation) solely for
money and other than by:
(i) a public offering thereof, or
(ii) an offering thereof to or through underwriters or
dealers who shall agree promptly to make a public offering
thereof, or
(iii) any other offering thereof which shall have been
authorized or approved by the affirmative vote, cast in
person or by proxy, of the holders of record of a majority of
the outstanding shares of Common Stock entitled to vote at
the stockholders' meeting at which action shall have been
taken with respect to such other offering,
such shares of Common Stock shall first be offered pro rata,
except that the corporation shall not be obligated to offer or to
issue any fractional interest in a full share of Common Stock, to
the holders of record of the then outstanding shares of Common
Stock (excluding outstanding shares of Common Stock held for the
benefit of holders of scrip certificates or other instruments
representing fractional interests in a full share of Common
Stock) upon terms which, in the judgment of the Board of
Directors of the corporation, shall be not less favorable
(without deduction of such reasonable compensation for the sale,
underwriting or purchase of such shares by underwriters or
dealers as may lawfully be paid by the corporation) to the
purchaser than the terms upon which such shares are offered to
others than such holders of Common Stock; and provided that the
time within which such preemptive rights shall be exercised may
be limited to such time as to the Board of Directors may seem
proper, not less, however, than fourteen (14) days after the
mailing of notice that such preemptive rights are available and
may be exercised.
5. Directors shall hold office after the expiration of their
terms until their successors are elected and have qualified.
Directors need not be stockholders.
6. To the fullest extent permitted by the New York Business
Corporation Law as it exists on the date hereof or as it may
hereafter be amended, no director of the corporation shall be
liable to the corporation or its stockholders for damages for any
breach of duty as a director. Any repeal or modification of the
foregoing sentence by the stockholders of the corporation shall
not adversely affect any right or protection of a director of the
corporation existing at the time of such repeal or modification.
7.1.(A) In addition to any affirmative vote required by law
or this certificate of incorporation (any other provision of this
certificate of incorporation notwithstanding), and except as
otherwise expressly provided in paragraph 7.2:
(1) any merger or consolidation of the corporation or
any Subsidiary (as hereinafter defined) with (i) any
Interested Stockholder (as hereinafter defined) or (ii) any
other corporation (whether or not itself an Interested
Stockholder) which is, or after such merger or consolidation
would be, an Affiliate (as hereinafter defined) of an
Interested Stockholder; or
(2) any sale, lease, license, exchange, mortgage,
pledge, transfer or other disposition (in one transaction or
a series of transactions) to or with any Interested
Stockholder or any Affiliate of any Interested Stockholder of
any assets of the corporation or any Subsidiary having an
aggregate Fair Market Value (as hereinafter defined) of
$100,000,000 or more; or
(3) the issuance or transfer by the corporation or any
Subsidiary (in one transaction or a series of transactions)
of any securities of the corporation or any Subsidiary to any
Interested Stockholder or any Affiliate of any Interested
Stockholder having an aggregate Fair Market Value of
$100,000,000 or more, other than the issuance of securities
upon the conversion of convertible securities of the
corporation or any Subsidiary which were not acquired by such
Interested Stockholder (or such Affiliate) from the
corporation or a Subsidiary; or
(4) the adoption of any plan or proposal for the
liquidation or dissolution of the corporation proposed by or
on behalf of any Interested Stockholder or any Affiliate of
any Interested Stockholder; or
(5) any reclassification of securities (including any
reverse stock split), or recapitalization or reorganization
of the corporation, or any merger or consolidation of the
corporation with any of its Subsidiaries, or any self tender
offer for or repurchase of securities of the corporation by
the corporation or any Subsidiary or any other transaction
(whether of not with or into or otherwise involving any
Interested Stockholder) which has the effect, directly or
indirectly, of increasing the proportionate share of the
outstanding shares of any class or series of equity or
convertible securities of the corporation or any Subsidiary
which is directly or indirectly owned by any Interested
Stockholder or any Affiliate of any Interested Stockholder;
shall require the affirmative vote of the holders of at least
(i) seventy-five per centum of the combined voting power of
the then issued and outstanding capital stock of all classes
and series of the corporation having voting powers (the
"Voting Stock"), voting together as a single class, and (ii)
a majority of the combined voting power of the then issued
and outstanding Voting Stock beneficially owned by persons
other than such Interested Stockholder, voting together as a
single class, given at any annual meeting of stockholders or
at any special meeting called for that purpose. Such
affirmative vote shall be required notwithstanding the fact
that no vote may be required, or that a lesser percentage may
be specified, by law, by any other provision of this
certificate of incorporation or in any agreement with any
national securities exchange or otherwise.
(B) The term "Business Combination" as used herein shall
mean any transaction which is referred to in any one or more
of clauses (1) through (5) of sub-paragraph (A) of this
paragraph 7.1.
7.2. The provisions of paragraph 7.1 shall not be applicable
to any particular Business Combination, and such Business
Combination shall require only such affirmative vote, if any, as
is required by law, any other provision of this certificate of
incorporation, and any agreement with any national securities
exchange, if all of the conditions specified in either of the
following sub-paragraphs (A) or (B) are met:
(A) The Business Combination shall have been approved by
a majority of the Disinterested Directors (as hereinafter
defined).
(B) All of the following conditions shall have been met:
(1) The aggregate amount of the cash and the Fair
Market Value as of the date of the consummation of the
Business Combination (the "Consummation Date") of
consideration other than cash to be received per share by
holders of Common Stock in such Business Combination
shall be at least equal to the highest of the following
(it being intended that the requirements of this clause
(1) shall be required to be met with respect to every
share of outstanding Common Stock, whether or not the
Interested Stockholder has previously acquired any shares
of Common Stock):
(i) (if applicable) the highest per share price
(including any brokerage commissions, transfer taxes
and soliciting dealers' fees) paid by the Interested
Stockholder for any shares of Common Stock acquired
by it (x) within the five-year period immediately
prior to the first public announcement of the terms
of the proposed Business Combination (the
"Announcement Date") or (y) in the transaction in
which it became an Interested Stockholder, whichever
is higher;
(ii) the Fair Market Value per share of Common
Stock on the Announcement Date or on the date on
which the Interested Stockholder became an Interested
Stockholder (such latter date is referred to herein
as the "Determination Date"), whichever is higher;
and
(iii) an amount which bears the same or greater
percentage relationship to the Fair Market Value per
share of Common Stock on the Announcement Date as the
highest per share price determined in clause
(B)(1)(i) above bears to the Fair Market Value per
share of Common Stock on the date of the commencement
of the acquisition of the Common Stock by such
Interested Stockholder.
(2) The aggregate amount of cash and the Fair Market
Value as of the Consummation Date of consideration other
than cash to be received per share by holders of shares
of any other class or series of outstanding Voting Stock
shall be at least equal to the highest of the following
(it being intended that the requirements of this clause
(2) shall be required to be met with respect to every
class or series of outstanding Voting Stock, whether or
not the Interested Stockholder has previously acquired
any shares of a particular class or series of Voting
Stock):
(i) (if applicable) the highest per share price
(including any brokerage commissions, transfer taxes
and soliciting dealers' fees) paid by the Interested
Stockholder for any shares of such class or series of
Voting Stock acquired by it (x) within the five-year
period immediately prior to the Announcement Date or
(y) in the transaction in which it became an
Interested Stockholder, whichever is higher;
(ii) the Fair Market Value per share of such
class or series of Voting Stock on the Announcement
Date or on the Determination Date, whichever is
higher;
(iii) (if applicable) the highest preferential
amount per share to which the holders of shares of
such class or series of Voting Stock are entitled in
the event of any liquidation, dissolution or winding
up of the corporation, whether voluntary or
involuntary; and
(iv) an amount which bears the same or greater
percentage relationship to the Fair Market Value per
share of such class or series of Voting Stock on the
Announcement Date as the highest per share price
determined in clause (B)(2)(i) above bears to the
Fair Market Value per share of such Voting Stock on
the date of the commencement of the acquisition of
such Voting Stock by such Interested Stockholder.
(3) The consideration to be received by holders of a
particular class or series of outstanding Voting Stock
(including Common Stock) shall be in cash or in the same
form as the Interested Stockholder has previously paid
for shares of such class or series of Voting Stock. If
the Interested Stockholder has paid for shares of any
class or series of Voting Stock with varying forms of
consideration, the form of consideration to be received
by each holder of such class or series of Voting Stock
shall be, at the option of such holder, either cash or
the form used by the Interested Stockholder to acquire
the largest number of shares of such class or series of
Voting Stock previously acquired by it prior to the
Announcement Date. The price determined in accordance
with clauses (1) and (2) of this sub-paragraph (B) shall
be subject to appropriate adjustment in the event of any
stock dividend, stock split, combination of shares or
similar event.
(4) After the Determination Date and prior to the
Consummation Date:
(i) except as approved by a majority of the
Disinterested Directors, there shall have been no
failure to declare and pay at the regular dates
therefor the full amount of any dividends (whether or
not cumulative) payable on any class or series of
stock of the corporation having a preference over the
Common Stock as to dividends or upon liquidation; and
(ii) there shall have been (x) no reduction in
the quarterly rate of dividends paid on the Common
Stock (except as necessary to reflect any subdivision
of the Common Stock), except as approved by a
majority of the Disinterested Directors, and (y) an
increase in such quarterly rate of dividends paid on
such Common Stock as necessary to reflect any
reclassification (including any reverse stock split),
recapitalization, reorganization, self tender offer
for or repurchase of securities of the corporation by
the corporation or any Subsidiary or any similar
transaction which has the effect of reducing the
number of outstanding shares of the Common Stock,
unless the failure so to increase such quarterly rate
is approved by a majority of the Disinterested
Directors; and
(iii) such Interested Stockholder shall not have
become the beneficial owner of any additional shares
of Voting Stock except as part of the transaction
which results in such Interested Stockholder becoming
an Interested Stockholder or upon conversion of
convertible securities acquired by it prior to
becoming an Interested Stockholder or as a result of
a pro rata stock dividend or stock split; and
(iv) such Interested Stockholder shall not have
received the benefit, directly or indirectly (except
proportionately as a stockholder), of any loans,
advances, guarantees, pledges or other financial
assistance or tax credits or other tax advantages
provided by the corporation or any Subsidiary,
whether in anticipation of or in connection with such
Business Combination or otherwise; and
(v) such Interested Stockholder shall not have
caused any material change in the corporation's
business or capital structure, including, without
limitation, the issuance of shares of capital stock
of the corporation to any third party.
(5) A proxy or information statement describing the
proposed Business Combination and complying with the
requirements of the Securities Exchange Act of 1934, as
amended (the "Act"), and the rules and regulations
thereunder (or any subsequent provisions replacing the
Act, rules and regulations), shall be mailed by and at
the expense of the Interested Stockholder to public
stockholders of the corporation at least 30 days prior to
the Consummation Date (whether or not such proxy or
information statement is required to be mailed pursuant
to the Act). The proxy or information statement shall
contain at the front thereof in a prominent place (i) any
recommendation as to the advisability (or inadvisability)
of the Business Combination which a majority of the
Disinterested Directors may choose to state, and (ii) if
a majority of the Disinterested Directors so requests,
the opinion of a reputable national investment banking
firm as to the fairness (or not) of such Business
Combination from the point of view of the remaining
public stockholders of the corporation (such investment
banking firm to be engaged solely on behalf of the
remaining public stockholders, to be paid a reasonable
fee for their services by the corporation upon receipt of
such opinion, to be unaffiliated with such Interested
Stockholder, and, to be selected by a majority of the
Disinterested Directors).
(6) The holders of all outstanding shares of Voting
Stock not beneficially owned by the Interested
Stockholder prior to the consummation of any Business
Combination shall be entitled to receive in such Business
Combination cash or other consideration for their shares
of such Voting Stock in compliance with clauses (1), (2)
and (3) of sub-paragraph (B) of this paragraph 7.2
(provided, however, that the failure of any such holders
who are exercising their statutory rights to dissent from
such Business Combination and receive payment of the fair
value of their shares to exchange their shares in such
Business Combination shall not be deemed to have
prevented the condition set forth in this clause (6) from
being satisfied).
7.3. The following terms shall be deemed to have the
meanings specified below:
(A) The term "person" shall mean any individual, firm,
corporation, group (as such term is used in Regulation 13D-G
of the rules and regulations under the Act, as in effect on
January 1, 1988) or other entity.
(B) The term "Interested Stockholder" shall mean any
person (other than the corporation, any Subsidiary or any
pension, profit sharing, employee stock ownership, employee
savings or other employee benefit plan, or any dividend
reinvestment plan, of the corporation or any Subsidiary or
any trustee of or fiduciary with respect to any such plan
acting in such capacity) who or which:
(1) is the beneficial owner, directly or indirectly,
of more than five per centum of the combined voting power
of the then outstanding Voting Stock; or
(2) is an Affiliate of the corporation and at any
time within the five-year period immediately prior to the
date in question was the beneficial owner, directly or
indirectly, of more than five per centum of the combined
voting power of the then outstanding Voting Stock; or
(3) is an assignee of or has otherwise succeeded to
any shares of Voting Stock which were at any time within
the five-year period immediately prior to the date in
question beneficially owned by an Interested Stockholder,
if such assignment or succession shall have occurred in
the course of a transaction or series of transactions not
involving a public offering within the meaning of the
Securities Act of 1933, as amended (or any subsequent
provisions replacing such).
(C) A person shall be deemed a "beneficial owner" of any
Voting Stock:
(1) which such person or any of its Affiliates or
Associates (as hereinafter defined) beneficially owns,
directly or indirectly; or
(2) which such person or any of its Affiliates or
Associates has (i) the right to acquire (whether such
right is exercisable immediately or only after the
passage of time), pursuant to any agreement, arrangement
or understanding or upon the exercise of conversion
rights, exchange rights, warrants or options, or
otherwise, or (ii) the right to vote pursuant to any
agreement, arrangement or understanding; or
(3) which is beneficially owned, directly or
indirectly, by any other person with which such person or
any of its Affiliates or Associates has any agreement,
arrangement or understanding for the purpose of
acquiring, holding, voting or disposing of any shares of
Voting Stock.
(D) For the purpose of determining whether a person is
an Interested Stockholder pursuant to sub-paragraph (B) of
this paragraph 7.3, the number of shares of Voting Stock
deemed to be outstanding shall include shares deemed owned
through application of sub-paragraph (C) of this paragraph
7.3, but shall not include any other shares of Voting Stock
which may be issuable pursuant to any agreement, arrangement
or understanding, or upon exercise of conversion rights,
exchange rights, warrants or options, or otherwise.
(E) The term "Affiliate" of, or a person "affiliated"
with, a specified person shall mean a person that directly,
or indirectly through one or more intermediaries, controls,
or is controlled by, or is under common control with, the
person specified.
(F) The term "Associate" as used to indicate a
relationship with any person shall mean (1) any corporation
or organization (other than the corporation or a Subsidiary)
of which such person is an officer or partner or is, directly
or indirectly, the beneficial owner of ten per centum or more
of any class or series of equity securities, (2) any trust or
other estate in which such person has a substantial
beneficial interest or as to which such person serves as
trustee or in a similar fiduciary capacity, and (3) any
relative or spouse of such person, or any relative of such
spouse, who has the same home as such person.
(G) The term "Subsidiary" shall mean any corporation of
which a majority of any class or series of equity security is
owned, directly or indirectly, by the corporation or by a
Subsidiary or by the corporation and one or more
Subsidiaries; provided, however, that for the purposes of the
definition of Interested Stockholder set forth in sub-
paragraph (B) of this paragraph 7.3, the term "Subsidiary"
shall mean only a corporation of which a majority of each
class or series of equity security is owned, directly or
indirectly, by the corporation.
(H) The term "Fair Market Value" shall mean: (1) in the
case of stock, the highest closing sale price during the 30-
day period immediately preceding the date in question of a
share of such stock on the Composite Tape for New York Stock
Exchange-Listed Stocks, or, if such stock is not quoted on
the Composite Tape, on the New York Stock Exchange, or if
such stock is not listed on such Exchange, on the principal
United States securities exchange registered under the Act on
which such stock is listed or, if such stock is not listed on
any such exchange, the highest closing bid quotation with
respect to a share of such stock during the 30-day period
preceding the date in question on the National Association of
Securities Dealers, Inc. Automated Quotations System or any
similar system then in use, or if no such quotations are
available, the fair market value on the date in question of a
share of such stock as determined by a majority of the
Disinterested Directors in good faith, in each case with
respect to any class or series of such stock, appropriately
adjusted for any dividend or distribution in shares of such
stock or any subdivision or reclassification of outstanding
shares of such stock into a greater number of shares of such
stock or any combination or reclassification of outstanding
shares of such stock into a smaller number of shares of such
stock; and (2) in the case of property other than cash or
stock, the fair market value of such property on the date in
question as determined by a majority of the Disinterested
Directors in good faith.
(I) In the event of any Business Combination in which
the corporation is the survivor, the phrase "consideration
other than cash to be received" as used in clauses (1) and
(2) of sub-paragraph (B) of paragraph 7.2 shall include the
shares of Common Stock and/or the shares of any other class
or series of outstanding Voting Stock retained by the holders
of such shares.
(J) The term "Disinterested Director" shall mean any
member of the Board of Directors of the corporation who is
unaffiliated with, and not a nominee of, the Interested
Stockholder and who was a member of the Board of Directors
prior to the Determination Date, and any successor of a
Disinterested Director who is unaffiliated with, and not a
nominee of, the Interested Stockholder and is recommended to
succeed a Disinterested Director by a majority of the total
number of Disinterested Directors then on the Board of
Directors.
(K) References to "highest per share price" shall in
each case with respect to any class or series of stock
reflect an appropriate adjustment for any dividend or
distribution in shares of such stock or any subdivision or
reclassification of outstanding shares of such stock into a
greater number of shares of such stock or any combination or
reclassification of outstanding shares of such stock into a
smaller number of shares of such stock.
7.4. A majority of the Board of Directors of the corporation
shall have the power and duty to determine for the purpose of
these paragraphs 7.1 through 7.6, on the basis of information
known to them after reasonable inquiry, whether a person is an
Interested Stockholder. Once the Board of Directors has made a
determination, pursuant to the preceding sentence, that a person
is an Interested Stockholder, a majority of the total number of
directors of the corporation who would qualify as Disinterested
Directors shall have the power and duty to interpret all of the
terms and provisions of these paragraphs 7.1 through 7.6, and to
determine on the basis of information known to them after
reasonable inquiry all facts necessary to ascertain compliance
therewith, including, without limitation, (A) the number of
shares of Voting Stock beneficially owned by any person, (B)
whether a person is an Affiliate or Associate of another, (C)
whether the assets which are the subject of any Business
Combination have, or the consideration to be received for the
issuance or transfer of securities by the corporation or any
Subsidiary in any Business Combination has, an aggregate Fair
Market Value of $100,000,000 or more and (D) whether all of the
applicable conditions set forth in sub-paragraph (B) of paragraph
7.2 have been met with respect to any Business Combination. Any
determination pursuant to this paragraph 7.4 made in good faith
shall be binding and conclusive on all parties.
7.5. Nothing contained in these paragraphs 7.1 through 7.6
shall be construed to relieve any Interested Stockholder from any
fiduciary obligation imposed by law.
7.6. Notwithstanding any other provisions of this
certificate of incorporation or the by-laws of the corporation
(and notwithstanding the fact that a lesser percentage may be
specified by law, this certificate of incorporation or the by-
laws of the corporation), the affirmative vote of the holders of
at least (A) seventy-five per centum of the combined voting power
of the then issued and outstanding Voting Stock, voting together
as a single class, and (B) a majority of the combined voting
power of the then issued and outstanding Voting Stock
beneficially owned by persons other than an Interested
Stockholder, voting together as a single class, given at any
annual meeting of stockholders or at any special meeting called
for that purpose, shall be required to amend, alter, change or
repeal, or adopt any provisions inconsistent with, these
paragraphs 7.1 through 7.6; provided, however, that the foregoing
provisions of this paragraph 7.6 shall not apply to, and such
vote shall not be required for, any such amendment, alteration,
change, repeal or adoption approved by a majority of the
disinterested Directors, and any such amendment, alteration,
change, repeal or adoption so approved shall require only such
vote, if any, as is required by law, any other provision of this
certificate of incorporation or the by-laws of the corporation.
8. The Secretary of State of the State of New York is hereby
designated as the agent of the corporation upon whom any process
in any action or proceeding against it may be served. The
address to which the Secretary of State shall mail a copy of any
process against the corporation served upon him is: c/o CT
Corporation System, 1633 Broadway, New York, N.Y. 10019.
<PAGE>
Exhibit 4(i)
AMERICAN ELECTRIC POWER COMPANY, INC.
(Formerly American Gas & Electric Company)
BY-LAWS
As Amended April 23, 1997
<PAGE>
As of
4/23/97
AMERICAN ELECTRIC POWER COMPANY, INC.
(Formerly American Gas and Electric Company)
BY-LAWS
Section 1. The annual meeting of the stockholders of the
Company shall be held on the fourth Wednesday of April in each
year, at an hour and place within or without the State of New
York designated by the Board of Directors, or if not so fixed, at
twelve o'clock noon at the office of the Company in the City of
New York. (As amended October 30, 1963.)
Section 2. Special meetings of the stockholders of the
Company may be held upon call of the Board of Directors or of the
Executive Committee, or of stockholders holding one-fourth of the
capital stock, at such time and at such place within or without
the State of New York as may be stated in the call and notice.
(As amended July 26, 1989.)
Section 3. Notice of time and place of every meeting of
stockholders shall be mailed at least ten days previous thereto
to each stockholder of record who shall have furnished a written
address to the Secretary of the Company for the purpose. Such
further notice shall be given as may be required by law. But
meetings may be held without notice if all stockholders are
present, or if notice is waived by those not present.
Section 4. Except as otherwise provided by law, the holders
of a majority of the outstanding capital stock of the Company
entitled to vote at any meeting of the stockholders of the
Company must be present in person or by proxy at such meeting of
the stockholders of the Company to constitute a quorum. If,
however, such majority shall not be represented at any meeting of
the stockholders of the Company regularly called, the holders of
a majority of the shares present or represented and entitled to
vote thereat shall have power to adjourn such meeting to another
time without notice other than announcement of adjournment at the
meeting, and there may be successive adjournments for like cause
and in like manner until the requisite amount of shares entitled
to vote at such meeting shall be represented. (As amended May
20, 1952.)
Section 5. As soon as may be after their election in each
year, the Board of Directors or the Executive Committee shall
appoint three inspectors of stockholders' votes and elections to
serve until the final adjournment of the next annual
stockholders' meeting. If they fail to make such appointment, or
if their appointees, or any of them, fail to appear at any
meeting of stockholders, the Chairman of the meeting may appoint
inspectors, or an inspector, to act at that meeting.
Section 6. Meetings of the stockholders shall be presided
over by the Chairman of the Board, or if he is not present, by
the President, or, if neither the Chairman of the Board nor the
President is present, by a Vice President, and in his absence, by
a Chairman to be elected at the meeting. The Secretary of the
Company shall act as Secretary of such meetings, if present. (As
amended January 23, 1979.)
Section 7. The Board of Directors shall consist of such
number of directors, not less than nine (9) nor more than
seventeen (17), as shall be determined from time to time as
herein provided. Directors shall be elected at each annual
meeting of stockholders and each director so elected shall hold
office until the next annual meeting of stockholders and until
his successor is elected and qualified. The number of directors
to be elected at any annual meeting of stockholders shall, except
as otherwise provided herein, be the number fixed in the latest
resolution of the Board of Directors adopted pursuant to the
authority contained in the next succeeding sentence and not
subsequently rescinded. The Board of Directors shall have power
from time to time and at any time when the stockholders are not
assembled as such in an annual or special meeting, by resolution
adopted by a majority of the directors then in office, or such
greater number required by law, to fix, within the limits
prescribed by this Section 7, the number of directors of the
Company. If the number of directors is increased, the additional
directors may, to the extent permitted by law, be elected by a
majority of the directors in office at the time of the increase,
or, if not so elected prior to the next annual meeting of
stockholders, such additional directors shall be elected at such
annual meeting. If the number of directors is decreased, then to
the extent that the decrease does not exceed the number of
vacancies in the Board then existing, such resolution may provide
that it shall become effective forthwith, and to the extent that
the decrease exceeds such number of vacancies such resolution
shall provide that it shall not become effective until the next
election of directors by the stockholders. If the Board of
Directors shall fail to adopt a resolution which fixes initially
the number of directors, the number of directors shall be twelve
(12). If, after the number of directors shall have been fixed by
such resolution, such resolution shall cease to be in effect
other than by being superseded by another such resolution, or it
shall become necessary that the number of directors be fixed by
these By-Laws, the number of directors shall be that number
specified in the latest of such resolutions, whether or not such
resolution continues in effect. (As amended April 23, 1997.)
Section 8. Vacancies in the Board of Directors may be
filled by the Board at any meeting.
Section 9. Meetings of the Board of Directors shall be held
at times fixed by resolution of the Board, or upon the call of
the Executive Committee, the Chairman of the Board, or the
President, and the Secretary or officer performing his duties
shall give reasonable notice of all meetings of directors;
provided, that a meeting may be held without notice immediately
after the annual election at the same place, and notice need not
be given of regular meetings held at times fixed by resolution of
the Board. Meetings may be held at any time without notice if
all the directors are present, or if those not present waive
notice either before or after the meeting. The number of
directors necessary to constitute a quorum for the transaction of
business shall be any number, which may be less than a majority
of the Board but not less than one-third of its number, duly
assembled at a meeting of such directors. Any one or more
members of the Board or of any committee thereof may participate
in a meeting of the Board or such committee by means of a
conference telephone or similar communications equipment allowing
all persons participating in the meeting to hear each other at
the same time. Participation by such means constitute presence
in person at a meeting. (As amended February 26, 1997.)
Section 10. The Board of Directors, by resolution adopted
by a majority of the entire Board, may designate among its
members an Executive Committee and one or more other committees,
each consisting of three (3) or more directors, and each of
which, to the extent provided in such resolution, shall have all
the authority of the Board. However, no such committee shall
have authority as to any of the following matters:
(a) The submission to shareholders of any action as to
which shareholders' authorization is required by law;
(b) The filling of vacancies in the Board of Directors
or in any committee;
(c) The fixing of compensation of any director for
serving on the Board or on any committee;
(d) The amendment or repeal of these By-Laws or the
adoption of new By-Laws; or
(e) The amendment or repeal of any resolution of the
Board which by its terms shall not be so amendable or
repealable.
The Board of Directors shall have the power at any time to
increase or decrease the number of members of any committee
(provided that no such decrease shall reduce the number of
members to less than three), to fill vacancies on it, to remove
any member of it, and to change its functions or terminate its
existence. Each committee may make such rules for the conduct of
its business as it may deem necessary. A majority of the members
of a committee shall constitute a quorum.
The Board of Directors shall also have the power to
designate or appoint at any time and from time to time one or
more individuals who have acquired as a former director or
officer of the Company substantial experience with the Company's
affairs as an Honorary Director, such individual or individuals
to meet with the Board of Directors, or certain of the directors,
at the invitation of the Chairman of the Board, from time to time
for the purpose of rendering advice to the Board of Directors or
such directors with respect to the Company's affairs for such
compensation as shall be payable to directors of the Company who
are not serving, at the time in question, as officers or
employees of the Company or of American Electric Power Service
Corporation; provided, however, that under no circumstances shall
such individual or individuals be authorized or empowered to
participate in the management or direction of the affairs of the
Company or to perform the functions of a director or officer of
the Company (as each such term is defined by the provisions of
Rule 70 promulgated by the Securities and Exchange Commission
under the provisions of Section 17(c) of the Public Utility
Holding Company Act of 1935, as such definition shall be in
effect at any time in question) or any similar function. (As
amended April 26, 1978.)
Section 11. The Board of Directors, as soon as may be after
the election each year, shall appoint one of their number
Chairman of the Board and one of their number President of the
Company, and shall appoint one or more Vice Presidents, a
Secretary and a Treasurer, and from time to time shall appoint
such other officers as they deem proper. The same person may be
appointed to more than one office. (As amended January 23,
1979.)
Section 12. The term of office of all officers shall be one
year, or until their respective successors are elected but any
officer may be removed from office at any time by the Board of
Directors, unless otherwise agreed by agreement in writing duly
authorized by the Board of Directors; and no agreement for the
employment of any officer for a longer period than one year shall
be so authorized.
Section 13. The officers of the Company shall have such
powers and duties as generally pertain to their offices,
respectively, as well as such powers and duties as from time to
time shall be conferred by the Board of Directors or the
Executive Committee.
Section 14. The stock of the Company shall be transferable
or assignable only on the books of the Company by the holders, in
person or by attorney, on the surrender of the certificate
therefor. The Board of Directors may appoint such Transfer
Agents and Registrars of stock as to them may seem expedient.
Section 15. To the fullest extent permitted by law, the
Company shall indemnify any person made, or threatened to be
made, a party to any action or proceeding (formal or informal),
whether civil, criminal, administrative or investigative and
whether by or in the right of the Company or otherwise, by reason
of the fact that such person, such person's testator or
intestate, is or was a director, officer or employee of the
Company, or of any subsidiary or affiliate of the Company, or
served any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise in any capacity at the
request of the Company, against all loss and expense including,
without limiting the generality of the foregoing, judgments,
fines (including excise taxes), amounts paid in settlement and
attorneys' fees and disbursements actually and necessarily
incurred as a result of such action or proceeding, or any appeal
therefrom, and all legal fees and expenses incurred in
successfully asserting a claim for indemnification pursuant to
this Section 15; provided, however, that no indemnification may
be made to or on behalf of any director, officer or employee if a
judgment or other final adjudication adverse to the director,
officer or employee establishes that such person's acts were
committed in bad faith or were the result of active and
deliberate dishonesty and were material to the cause of action so
adjudicated, or that such person personally gained in fact a
financial profit or other advantage to which such person was not
legally entitled.
In any case in which a director, officer or employee of the
Company (or a representative of the estate of such director,
officer or employee) requests indemnification, upon such person's
request the Board of Directors shall meet within sixty days
thereof to determine whether such person is eligible for
indemnification in accordance with the standard set forth above.
Such a person claiming indemnification shall be entitled to
indemnification upon a determination that no judgment or other
final adjudication adverse to such person has established that
such person's acts were committed in bad faith or were the result
of active and deliberate dishonesty and were material to the
cause of action so adjudicated, or that such person personally
gained in fact a financial profit or other advantage to which
such person was not legally entitled. Such determination shall
be made:
(a) by the Board of Directors acting by a quorum
consisting of directors who are not parties to the action or
proceeding in respect of which indemnification is sought; or
(b) if such quorum is unobtainable or if directed by
such quorum, then by either (i) the Board of Directors upon
the opinion in writing of independent legal counsel that
indemnification is proper in the circumstances because such
person is eligible for indemnification in accordance with
the standard set forth above, or (ii) by the stockholders
upon a finding that such person is eligible for
indemnification in accordance with the standard set forth
above. Notwithstanding the foregoing, a determination of
eligibility for indemnification may be made in any manner
permitted by law.
To the fullest extent permitted by law, the Company shall
promptly advance to any person made, or threatened to be made, a
party to any action or proceeding (formal or informal), whether
civil, criminal, administrative or investigative and whether by
or in the right of the Company or otherwise, by reason of the
fact that such person, such person's testator or intestate, is or
was a director, officer or employee of the Company, or of any
subsidiary or affiliate of the Company, or served any other
corporation or any partnership, joint venture, trust, employee
benefit plan or other enterprise in any capacity at the request
of the Company, expenses incurred in defending such actions or
proceedings, upon request of such person and receipt of an
undertaking by or on behalf of such director, officer or employee
to repay amounts advanced to the extent that it is ultimately
determined that such person was not eligible for indemnification
in accordance with the standard set forth above.
The foregoing provisions of this Section 15 shall be deemed
to be a contract between the Company and each director, officer
or employee of the Company, or its subsidiaries or affiliates,
and any modification or repeal of this Section 15 or such
provisions of the New York Business Corporation Law shall not
diminish any rights or obligations existing prior to such
modification or repeal with respect to any action or proceeding
theretofore or thereafter brought; provided, however, that the
right of indemnification provided in this Section 15 shall not be
deemed exclusive of any other rights to which any director,
officer or employee of the Company may now be or hereafter become
entitled apart from this Section 15, under any applicable law
including the New York Business Corporation Law. Irrespective of
the provisions of this Section 15, the Board of Directors may, at
any time or from time to time, approve indemnification of
directors, officers, employees or agents to the full extent
permitted by the New York Business Corporation Law at the time in
effect, whether on account of past or future actions or
transactions. Notwithstanding the foregoing, the Company shall
enter into such additional contracts providing for
indemnification and advancement of expenses with directors,
officers or employees of the Company or its subsidiaries or
affiliates as the Board of Directors shall authorize, provided
that the terms of any such contract shall be consistent with the
provisions of the New York Business Corporation Law.
As used in this Section 15, the term "employee" shall
include, without limitation, any employee, including any
professionally licensed employee, of the Company. Such term
shall also include, without limitation, any employee, including
any professionally licensed employee, of a subsidiary or
affiliate of the Company who is acting on behalf of the Company.
The indemnification provided by this Section 15 shall be
limited with respect to directors, officers and controlling
persons to the extent provided in any undertaking entered into by
the Company or its subsidiaries or affiliates, as required by the
Securities and Exchange Commission pursuant to any rule or
regulation of the Securities and Exchange Commission now or
hereafter in effect.
If any action with respect to indemnification of directors
or officers is taken by way of amendment to these By-Laws,
resolution of the Board of Directors, or by agreement, then the
Company shall give such notice to the stockholders as is required
by law.
The Company may purchase and maintain insurance on behalf of
any person described in this Section 15 against any liability
which may be asserted against such person whether or not the
Company would have the power to indemnify such person against
such liability under the provisions of this Section 15 or
otherwise.
If any provision of this Section 15 shall be found to be
invalid or limited in application by reason of any law,
regulation or proceeding, it shall not affect any other provision
or the validity of the remaining provisions hereof.
The provisions of this Section 15 shall be applicable to
claims, actions, suits or proceedings made, commenced or pending
after the adoption hereof, whether arising from acts or omissions
to act occurring before or after the adoption hereof. (As
amended October 29, 1986.)
Section 16. These By-Laws may be amended or added to at any
meeting of the Board of Directors by affirmative vote of a
majority of all of the directors, if notice of the proposed
change has been delivered or mailed to the directors five days
before the meeting, or if all the directors are present, or if
all not present assent in writing to such change; provided,
however, that the provisions of Section 7 relating to the number
of directors constituting the Board of Directors may be amended
only by the affirmative vote, in person or by proxy, of the
holders of a majority of the outstanding shares of capital stock
entitled to vote at any meeting of the stockholders of the
Company; and provided further that the provisions of Section 7
other than those relating to the number of directors constituting
the Board of Directors, and the provisions of this Section 16 may
be amended or added to only by the affirmative vote, in person or
by proxy, of the holders of two-thirds of the outstanding shares
of capital stock entitled to vote at any meeting of the
stockholders of the Company; and provided further, in the event
of any such amendment or addition pursuant to vote by the
stockholders of the Company, that such amendment or addition, or
a summary thereof, shall have been set forth or referred to in
the notice of such meeting. (As renumbered and amended October
29, 1986.)<PAGE>
Exhibit 23(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-
Effective Amendment No. 3 to Registration Statement No. 33-01734
of American Electric Power Company, Inc. on Form S-3 of our
reports dated February 25, 1997, appearing in and incorporated by
reference in the Annual Report on Form 10-K of American Electric
Power Company, Inc. for the year ended December 31, 1996 and to
the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
Deloitte & Touche LLP
Columbus, Ohio
June 20, 1997
<PAGE>
Exhibit 25(a)(i)
AMERICAN ELECTRIC POWER COMPANY, INC.
POWER OF ATTORNEY
Dividend Reinvestment and Direct Stock Purchase Plan
The undersigned directors and officers of AMERICAN ELECTRIC
POWER COMPANY, INC., a New York corporation (the "Company"), do
hereby constitute and appoint E. LINN DRAPER, JR., G. P. MALONEY,
ARMANDO A. PENA and BRUCE M. BARBER, and each of them, their
attorneys-in-fact and agents, with power to act without the
others, with full power of substitution and resubstitution, to
execute for them, and in their names, in any and all of their
capacities, any and all amendments to the Registration Statement
in File No. 33-01734 as filed under the Securities Act of 1933,
as amended, in connection with the Company's Dividend
Reinvestment and Direct Stock Purchase Plan, and to file the
same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting
to such attorneys-in-fact and agents, and each of them, full
power and authority to do and perform every act and thing
required or necessary to be done, as fully to all intents and
purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, the undersigned have hereunto set their
hands as of this 28th day of May, 1997.
/s/_P._J._DeMaria____________ /s/_Leonard_J._Kujawa___________
P. J. DeMaria L.S. Leonard J. Kujawa L.S.
/s/_John_P._DesBarres________ /s/_G._P._Maloney_______________
John P. DesBarres L.S. G. P. Maloney L.S.
/s/_E._Linn_Draper,_Jr.______ /s/_Angus_E._Peyton_____________
E. Linn Draper, Jr. L.S. Angus E. Peyton L.S.
/s/_Robert_M._Duncan_________ /s/_Donald_G._Smith_____________
Robert M. Duncan L.S. Donald G. Smith L.S.
/s/_Robert_W._Fri____________ /s/_Linda_G._Stuntz_____________
Robert W. Fri L.S. Linda G. Stuntz L.S.
/s/_Lester_A._Hudson,_Jr.____ /s/_Morris_Tanenbaum____________
Lester A. Hudson, Jr. L.S. Morris Tanenbaum L.S.
<PAGE>
Exhibit 25(c)
AMERICAN ELECTRIC POWER COMPANY, INC.
I, John F. DiLorenzo, Jr., Assistant Secretary of AMERICAN
ELECTRIC POWER COMPANY, INC., HEREBY CERTIFY that the following
constitutes a true and exact copy of resolutions duly adopted by
the affirmative vote of a majority of the Board of Directors of
said Company at meetings of said Board duly and legally held on
May 28, 1997, at which meeting a quorum of the Board of Directors
of said Company was present and voting throughout. I further
certify that said resolutions have not been altered, amended or
rescinded and that said resolutions are presently in full force
and effect.
Given under my hand this 20th day of June, 1997.
/s/ John F. Di Lorenzo, Jr.
------------------------------
Assistant Secretary
<PAGE>
AMERICAN ELECTRIC POWER COMPANY, INC.
May 28, 1997
The Chairman stated that there has been a substantial
increase in the number of companies offering direct purchase of
their stock in light of recent releases by the Securities and
Exchange Commission ("SEC"). The Chairman reminded the Board
that the Company's Dividend Reinvestment and Stock Purchase Plan
(the "Plan") is a significant, low-cost means of raising equity
capital for the Company. He further stated that the Company
receives numerous inquiries from potential shareholders con-
cerning a direct share purchase program. Therefore, the Chairman
stated that it would be appropriate at this time to amend the
Plan to change the name of the Plan to the AEP Dividend
Reinvestment and Direct Stock Purchase Plan and to allow
investors to make initial purchases of Common Stock of the
Company by making a minimum investment. The Chairman also
recommended that the Plan be amended to (i) provide that
participants may invest as often as weekly by making optional
cash payments at any time in any amount up to a total of $150,000
per calendar year; (ii) provide that participants may establish
an Individual Retirement Account ("IRA") within the Plan; and
(iii) incorporate technical changes in the administration of the
Plan.
The Chairman proposed that the Plan as heretofore
amended be further amended and restated to adopt the above-
described amendments.
Thereupon, after full and thorough discussion on motion
duly seconded, the following preamble and resolutions were unani-
mously adopted:
WHEREAS, it is the intention of the Board of
Directors that, effective July 1, 1997, the
Company's Dividend Reinvestment and Stock Purchase
Plan be amended and restated to (i) change the
name of the Plan to the AEP Dividend Reinvestment
and Direct Stock Purchase Plan; (ii) allow
investors to make initial purchases of stock by
making a $250 initial cash investment or by
authorizing a minimum of ten (10) automatic
monthly withdrawals of $25; (iii) provide that
participants may invest as often as weekly by
making optional cash payments of $25 or more at
any time up to a total of $150,000 per calendar
year; (iv) provide that participants may establish
an Individual Retirement Account ("IRA") within
the Plan; and (v) reflect certain technical
changes in the administration of the Plan;
<PAGE>
American Electric Power Company, Inc.
May 28, 1997
Page 2
NOW, THEREFORE, BE IT
RESOLVED, that the Plan be, and it hereby is,
amended and restated to accomplish the foregoing
objectives; and further
RESOLVED, that the appropriate officers of
the Company be, and they hereby are, authorized to
take such other action as they may deem necessary
or desirable in order to carry into effect the
purpose and intent of the foregoing resolution.
The Chairman then stated that the adoption of the pro-
posed amendments to the Plan would require the filing of a Post-
Effective Amendment to the Registration Statement previously
filed with the SEC relating to the Plan and a Power of Attorney
appointing true and lawful attorneys to act in connection with
the filing of such Post-Effective Amendment and any and all
additional amendments to the Registration Statement.
Thereupon, on motion duly made and seconded, the
following resolution was adopted:
RESOLVED, that the proper officers of the
Company be, and they hereby are, authorized and
directed to file with the Securities and Exchange
Commission ("SEC") a Post-Effective Amendment to
the Registration Statement filed in File No. 33-
01734 relating to the Plan, and such officers are
further authorized to execute and file with the
SEC such papers and documents including, but not
limited to, additional amendments, supplements and
exhibits to such Registration Statement as such
officers may consider necessary or desirable, as
counsel for this Company may advise, or as the SEC
may require; and further
RESOLVED, that the execution of a Power of
Attorney by certain of the officers and directors
of the Company appointing E. Linn Draper, Jr.,
G. P. Maloney, Bruce M. Barber and Armando A.
Pena, or any of them, their true and lawful
attorneys, with the powers and authority set forth
in said Power of Attorney, is hereby authorized;
and further
<PAGE>
American Electric Power Company, Inc.
May 28, 1997
Page 3
RESOLVED, that any and all action hereafter
taken by any of said named attorneys under said
Power of Attorney be, and the same hereby is,
ratified and confirmed and that said attorneys
shall have all the powers conferred upon them and
each of them by said Power of Attorney; and
further
RESOLVED, that said Post-Effective Amendment
to said Registration Statement and any amendments
thereto, hereafter executed by any of said
attorneys under said Power of Attorney be, and the
same hereby are, ratified and confirmed as legally
binding upon this Company to the same extent as if
the same were executed by each said officer and
director of this Company personally and not by any
of said attorneys.
