<PAGE>
As filed with the Securities and Exchange Commission on September 21, 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.)
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1 Riverside Plaza, Columbus, Ohio 43215
(Address of Principal Executive Offices) (Zip Code)
American Electric Power System
2000 Long-Term Incentive Plan
(Full Title of the Plan)
-----------
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)
-----------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
========================================== =================== ================ ==================== ===============
Proposed Proposed
Title of Maximum Maximum Amount of
Securities to Amount to Offering Price Aggregate Registration
be Registered Be Registered (1) Per Share (2) Offering Price (2) Fee (2)
------------------------------------------ ------------------- ---------------- -------------------- ---------------
<S> <C> <C> <C> <C>
Common Stock, $6.50 par value per share 15,700,000 shares $37.80 $593,460,000 $156,673
========================================== =================== ================ ==================== ===============
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act"), there also are registered hereunder such additional
indeterminate number of shares as may be issued as a result of the
adjustment provisions of the Plan.
(2) Pursuant to Rule 457(h) 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 September
15, 2000 as reported on the New York Stock Exchange.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
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 this Registration Statement in accordance with Rule
428 under the Securities Act and Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission by American Electric Power Company, Inc. ("AEP") are incorporated by
reference herein:
(i) Annual Report on Form 10-K of AEP for the fiscal year ended
December 31, 1999;
(ii) Quarterly Reports on Form 10-Q of AEP for the fiscal quarters
ended March 31 and June 30, 2000;
(iii) Current Report on Form 8-K of AEP dated May 8, 2000 and filed on
May 9, 2000;
(iv) Current Report on Form 8-K of AEP dated June 15, 2000 and filed
on June 16, 2000;
(v) Current Report on Form 8-K/A of AEP dated June 15, 2000 and
filed on July 31, 2000;
(vi) Annual Report on Form 10-K of Central and South West Corporation
for the fiscal year ended December 31, 1999;
(vii) Quarterly Report on Form 10-Q of Central and South West
Corporation for the fiscal quarter ended March 31, 2000; and
(viii) 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 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 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.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
Exhibit
Number Description
3.1 Restated Certificate of Incorporation of AEP (incorporated by
reference to Exhibit (3)(a) to AEP's Report on Form 10-K for the
year ended December 31, 1998)
3.2 Certificate of Amendment to Restated Certificate of Incorporation
of AEP (incorporated by reference to Exhibit (3)(b) to AEP's
Report on Form 10-K for the year ended December 31, 1998)
3.3 By-laws of AEP amended through January 28, 1998 (incorporated by
reference to Exhibit (3)(b) to AEP's Report on Form 10-K for the
year ended December 31, 1997)
4 American Electric Power System 2000 Long-Term Incentive Plan
(incorporated by reference to Exhibit A of AEP's Definitive Proxy
Statement for the 2000 Annual Meeting of Shareholders, filed with
the Securities and Exchange Commission on March 8, 2000, File No.
70-09623)
5 Opinion of Ann B. Graf, Esq., Senior Counsel - Securities of
American Electric Power Service Corporation, a wholly owned
subsidiary of AEP, as to the legality of the securities being
registered
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Ann B. Graf, Esq., Senior Counsel - Securities of
American Electric Power Service Corporation, a wholly owned
subsidiary of AEP (included in Exhibit 5)
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
fundamental change in the information set fort in this
registration statement. Notwithstanding the foregoing,
any increase or decreas 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 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.
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 20th day of
September, 2000.
AMERICAN ELECTRIC POWER COMPANY, INC.
By: /s/ HENRY W. FAYNE
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 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 September 20, 2000 by the
following persons in the capacities indicated with the Registrant.
Signature Title
/s/ LEONARD V. ASSANTE
Leonard V. Assante Deputy Controller
(Principal Accounting Officer)
/s/ DONALD M. CARLTON
Donald M. Carlton Director
/s/ E. LINN DRAPER, JR.
E. Linn Draper, Jr. Chairman of the Board, President,
Chief Executive Officer and Director
(Principal Executive Officer)
/s/ HENRY W. FAYNE
Henry W. Fayne Vice President and Chief Financial Officer
(Principal Financial Officer)
/s/ WILLIAM R. HOWELL
William R. Howell Director
/s/ LESTER A. HUDSON, JR.
Lester A. Hudson, Jr. Director
/s/ THOMAS V. SHOCKLEY, III
Thomas V. Shockley, III Director
/s/ DONALD G. SMITH
Donald G. Smith Director
/s/ LINDA GILLESPIE STUNTZ
Linda Gillespie Stuntz Director
/s/ KATHRYN D. SULLIVAN
Kathryn D. Sullivan Director
<PAGE>
Exhibit Index
Exhibit
Number Description
3.1 Restated Certificate of Incorporation of AEP (incorporated by
reference to Exhibit (3)(a) to AEP's Report on Form 10-K for the
year ended December 31, 1998)
3.2 Certificate of Amendment to Restated Certificate of Incorporation
of AEP (incorporated by reference 3.2 to Exhibit (3)(b) to AEP's
Report on Form 10-K for the year ended December 31, 1998)
3.3 Bylaws of AEP amended through January 28, 1998 (incorporated by
reference to Exhibit (3)(b) to AEP's Report on Form 10-K for the
year ended December 31, 1997)
4 American Electric Power System 2000 Long-Term Incentive Plan
(incorporated by reference to Exhibit A of AEP's Definitive Proxy
Statement for the 2000 Annual Meeting of Shareholders, filed with
the Securities and Exchange Commission on March 8, 2000, File No.
70-09623)
5 Opinion of Ann B. Graf, Esq., Senior Counsel-Securities of
American Electric Power Service Corporation, a wholly owned
subsidiary of AEP, as to the legality of the securities being
registered
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Ann B. Graf, Esq., Senior Counsel-Securities of
American Electric Power Service Corporation, a wholly owned
subsidiary of AEP (included in Exhibit 5)
24 Power of Attorney (included on the signature page)
<PAGE>
TYPE: EX-5
SEQUENCE: 2
DESCRIPTION: EXHIBIT 5
EXHIBIT 5
American Electric Power Company, Inc.
1 Riverside Plaza
Columbus, Ohio 43215
Ladies and Gentlemen:
I am Senior Counsel - Securities of American Electric Power Service
Corporation, a wholly owned subsidiary of American Electric Power Company, Inc.,
a New York corporation (the "Company"), and in such capacity I have examined the
Company's Registration Statement on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended, for the registration of 15,700,000
shares of the Company's Common Stock, $6.50 par value per share (the "Shares"),
which Shares will be issued under the American Electric Power System 2000
Long-Term Incentive Plan (the "Plan").
I have examined and am familiar with originals or copies, certified or
otherwise identified to my satisfaction, of such documents, corporate records,
certificates of public officials and officers of the Company and such other
instruments as I have deemed necessary or appropriate as a basis for the
opinions expressed below.
Based on the foregoing, I am of the opinion that the Shares are duly
authorized and when the Shares have been issued and delivered in accordance with
the terms of the Plan, such Shares will be legally issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion of counsel as Exhibit 5
to the Registration Statement.
Very truly yours,
/s/ Ann B. Graf
Ann B. Graf
<PAGE>
TYPE: EX-23
SEQUENCE: 3
DESCRIPTION: EXHIBIT 23.1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to incorporation by reference in this Registration Statement
on Form S-8 of American Electric Power Company, Inc. of our reports dated
February 22, 2000 (March 3, 2000 as to Note 7) 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, 1999, and to the reference to us under the
heading "Experts" in the Prospectus, which is part of this Registration
Statement.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Columbus, Ohio
September 18, 2000
<PAGE>
TYPE: EX-23
SEQUENCE: 4
DESCRIPTION: EXHIBIT 23.2
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
As independent public auditors, we hereby consent to the incorporation
by reference of our report dated February 25, 2000 on the financial statements
of Central and South West Corporation (the "Company") for the fiscal year ended
December 31, 1999 included in the Company's Form 10-K into the Registration
Statement on Form S-8, pertaining to the American Electric Power Company, Inc.'s
American Electric Power System 2000 Long-Term Incentive Plan and the reference
to our firm under the experts heading in the related prospectus.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Dallas, Texas
September 19, 2000
