As filed with the Securities and Exchange Commission on June 15, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMERICAN ELECTRIC POWER COMPANY, INC.
(Exact Name of Registrant as Specified in Its Charter)
New York 13-4922640
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1 Riverside Plaza, Columbus, Ohio 43215
(Address of Principal Executive Offices) (Zip Code)
Central and South West Corporation
Retirement Savings Plan
(Full Title of the Plan)
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Susan Tomasky, Esq.
Secretary
American Electric Power Company, Inc.
1 Riverside Plaza
Columbus, Ohio 43215
(614) 223-1600
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
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Copy to:
Mario A. Ponce, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
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CALCULATION OF REGISTRATION FEE
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Proposed
Proposed Maximum
Title of Amount Maximum Aggregate Amount of
Securities to to be Offering Price Offering Registra-
be Registered (1) Registered Per Share (2) Price (2) tion Fee(2)
Common Stock, $6.50 2,635,633 $34.06 $89,769,660 $24,956
par value per share shares
(1) In addition, pursuant to 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement also covers
an indeterminate amount of interests to be offered or sold pursuant to
the employee benefit plan described herein.
(2) Pursuant to Rule 457(h)(1) under the Securities Act, the proposed
maximum offering price per share, the proposed maximum aggregate
offering price and the amount of registration fee have been computed on
the basis of the average of the high and low sale prices of the Common
Stock on June 8, 2000 as reported on the New York Stock Exchange.
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PART I
Item 1. PLAN INFORMATION
Not required to be filed with this Registration Statement.*
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Not required to be filed with this Registration Statement.*
* Information required by Part I to be contained in the Section
10(a) prospectus is omitted from the Registration Statement in accordance
with Rule 428 under the Securities Act and Note to Part I of Form S-8.
PART II
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission by American Electric Power Company, Inc. ("AEP") or by the Central
and South West Corporation Retirement Savings Plan are incorporated by
reference herein:
(i) AEP's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999;
(ii) Central and South West Corporation Retirement
Savings Plan's Annual Report on Form 11-K for the fiscal year ended
December 31, 1998;
(iii) AEP's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2000;
(iv) AEP's Current Report on Form 8-K dated May 8, 2000
and filed on May 9, 2000; and
(v) The description of AEP's Common Stock, par value
$6.50 per share ("Common Stock"), set forth in AEP's Registration
Statement on Form S-4, filed on April 16, 1998 pursuant to Section 12 of
the Securities Exchange Act of 1934(the "Exchange Act"), and any amendment
or report filed for the purpose of updating such description.
All documents subsequently filed by AEP pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-
effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all of such securities then remaining
unsold shall be deemed to be incorporated by reference into this Registration
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Statement and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under the New York Business Corporation Law (the "NYBCL") a
corporation may indemnify any person made, or threatened to be made, a party
to an action or proceeding (other than one by or in the right of the
corporation to procure a judgment in its favor), whether civil or criminal,
including an action by or in the right of any other corporation of any type
or kind, domestic or foreign, or any partnership, joint venture, trust,
employee benefit plan or other enterprise, which any director or officer of
the corporation served in any capacity at the request of the corporation, by
any reason of the fact that he, his testator or intestate, was a director or
officer of the corporation, or served such other corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise in any
capacity, against judgments, fines, amounts paid in settlement and reasonable
expenses, including attorneys' fees actually and necessarily incurred as a
result of such action or proceeding, or any appeal therein, if such director
or officer acted, in good faith, for a purpose which he reasonably believed
to be in, or, in the case of service for any other corporation or any
partnership, joint venture, trust, employee benefit plan or other enterprise,
not opposed to, the best interests of the corporation and, in criminal
actions or proceedings, in addition, had no reasonable cause to believe that
his conduct was unlawful.
The NYBCL further provides that no indemnification of directors in
shareholder derivative suits may be made in respect of (i) a threatened
action, or a pending action which is settled or otherwise disposed of, or
(ii) any claim, issue or matter as to which the director or officer has been
adjudged to be liable to the corporation, unless and only to the extent that
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the court in which the action was brought or, if no action is brought, any court
of competent jurisdiction, determines upon application that, in view of the
circumstances of the case, the director or officer is fairly and reasonably
entitled to indemnity for such portion of the settlement amount and expenses
as the court deems proper. The statutory provisions for indemnification and
advancement of expenses are not exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled
independently of the applicable statutory provision.
The AEP By-Laws provide that to the fullest extent permitted by law,
AEP 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 AEP 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 AEP, or of any
subsidiary or affiliate of AEP, or served any other corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise in any
capacity at the request of AEP, 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 such
provision of the AEP By-Laws; 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.
The AEP By-Laws further provide that in any case in which a director,
officer or employee (or a representative of the estate of such director,
officer or employee) requests indemnification, upon such person's request the
AEP 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.
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Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
3.1 Restated Certificate of Incorporation of American Electric Power
Company, Inc. (incorporated by reference to Exhibit (3)(a) to American
Electric Power Company Inc.'s Report on Form 10-K for the year ended
December 31, 1998)
3.2 Certificate of Amendment to Restated Certificate of Incorporation of
American Electric Power Company, Inc. (incorporated by reference to
Exhibit (3)(b) to American Electric Power Company Inc.'s Report on
Form 10-K for the year ended December 31, 1998)
3.3 By-laws of American Electric Power Company, Inc. amended through
January 28, 1998 (incorporated by reference to Exhibit (3)(b) to
American Electric Power Company Inc.'s Report on Form 10-K for the
year ended December 31, 1997)
4.1 Central and South West Corporation Retirement Savings Plan (As Amended
and Restated Effective July 1, 1997)
5.1 Opinion of Jeffrey D. Cross, Esq., Deputy General Counsel of American
Electric Power Service Corporation, a wholly owned subsidiary of
American Electric Power Company, Inc., as to the legality of the
securities being registered
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Jeffrey D. Cross, Esq., Deputy General Counsel of American
Electric Power Service Corporation, a wholly owned subsidiary of
American Electric Power Company, Inc. (included in Exhibit 5.1)
24 Power of Attorney (included on the signature page)
Item 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to the registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this
registration statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
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fundamental change in the information set forth in
this registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high
and of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) of the Securities
Act of 1933 if, in the aggregate, the changes in
volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table
in the effective registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
this registration statement or any material change
to such information in the registration statement;
provided, however, that the undertakings set forth in
paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for the purposes
of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
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offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Columbus, State of
Ohio, on this 15th day of June, 2000.
AMERICAN ELECTRIC POWER COMPANY, INC.
By: /s/ Henry W. Fayne
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Name: Henry W. Fayne
Title: Vice President and Chief
Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Henry W. Fayne, Jeffrey D. Cross and
Armando A. Pena and each of them, his or her true and lawful attorneys-in-
fact and agents, with full power of substitution and resubstitution, for him
or her and in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including pre-effective and post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, in and about the
premises, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact,
and each of them, and agents or their substitutes may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed on June 15, 2000 by
the following persons in the capacities indicated with the Registrant.
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Signature Title
/s/ Leonard V. Assante
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Leonard V. Assante Controller and Chief Accounting Officer
(Principal Accounting Officer)
/s/ John P. DesBarres
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John P. DesBarres Director
/s/ E. Linn Draper, Jr.
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E. Linn Draper, Jr. Chairman of the Board, President,
Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Henry W. Fayne
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Henry W. Fayne Vice President and Chief Financial Officer
(Principal Financial Officer)
/s/ Robert W. Fri
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Robert W. Fri Director
/s/ Lester A. Hudson, Jr.
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Lester A. Hudson, Jr. Director
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/s/ Leonard J. Kujawa
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Leonard J. Kujawa Director
/s/ Donald G. Smith
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Donald G. Smith Director
/s/ Linda Gillespie Stuntz
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Linda Gillespie Stuntz Director
/s/ Kathryn D. Sullivan
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Kathryn D. Sullivan Director
/s/ Morris Tanenbaum
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Morris Tanenbaum Director
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Pursuant to the requirements of the Securities Act of 1933, as
amended, the trustees (or other persons who administer the employee benefit
plan) have duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly organized, in the City of Columbus, State
of Ohio, on June 15, 2000.
CENTRAL AND SOUTH WEST CORPORATION
RETIREMENT SAVINGS PLAN
By /s/ Glenn D. Rosilier
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Glenn D. Rosilier
Member: Investment Policy
Committee for Central and South
West Corporation Retirement
Savings Plan
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Exhibit Index
Exhibit
Number Description
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3.1 Restated Certificate of Incorporation of American Electric Power
Company, Inc. (incorporated by reference to Exhibit (3)(a) to
American Electric Power Company Inc.'s Report on Form 10-K for
the year ended December 31, 1998)
3.2 Certificate of Amendment to Restated Certificate of Incorporation
of American Electric Power Company, Inc. (incorporated by reference
to Exhibit (3)(b) to American Electric Power Company Inc.'s Report
on Form 10-K for the year ended December 31, 1998)
3.3 Bylaws of American Electric Power Company, Inc. amended through
January 28, 1998 (incorporated by reference to Exhibit (3)(b) to
American Electric Power Company Inc.'s Report on Form 10-K for the
year ended December 31, 1997)
4.1 Central and South West Corporation Retirement Savings Plan (As
Amended and Restated Effective July 1, 1997)
5.1 Opinion of Jeffrey D. Cross, Esq., Deputy General Counsel of
American Electric Power Service Corporation, a wholly owned
subsidiary of American Electric Power Company, Inc., as to the
legality of the securities being registered
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Jeffrey D. Cross, Esq., Deputy General Counsel of
American Electric Power Service Corporation, a wholly owned
subsidiary of American Electric Power Company, Inc. (included in
Exhibit 5.1)
24 Power of Attorney (included on the signature page)
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