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UNITED STATES OF AMERICA
BEFORE THE
SECURITIES AND EXCHANGE COMMISSION
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:
In the Matter of :
:
AMERICAN ELECTRIC POWER COMPANY, INC. : CERTIFICATE
Columbus, Ohio 43215 :
: OF
:
(70-09623) : NOTIFICATION
:
Public Utility Holding Company Act of 1935 :
:
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THIS IS TO CERTIFY THAT, in accordance with the terms and conditions
of, and for the purposes represented by, the declaration, as amended of American
Electric Power Company, Inc., ("the Company") in the above-captioned file and
the order of the Securities and Exchange Commission with respect thereto (HCAR
No. 27151, dated March 13, 2000), the following transaction has been
consummated:
At the annual meeting of shareholders of the Company held on April 26,
2000, the holders of a majority of the shares of the Common Stock,
$6.50 par value, of the Company ("Common Stock") outstanding and
entitled to vote duly voted to approve the American Electric Power
System 2000 Long-Term Incentive Plan.
The following exhibit is filed herewith:
Exhibit A -- Past-tense opinion of counsel.
AMERICAN ELECTRIC POWER COMPANY, INC.
By: /s/ A. A. Pena
A. A. Pena, Treasurer
Dated: May 24, 2000
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EXHIBIT A
(614) 223-1628
May 24, 2000
Securities and Exchange Commission
Office of Public Utility Regulation
450 Fifth Street, N.W.
Washington, D.C. 20549-1004
RE: American Electric Power Company, Inc.
Ladies and Gentlemen:
I have acted as counsel to American Electric Power Company, Inc. (the "Company")
in connection with a Declaration on Form U-1 of the Company (the "Declaration")
under the Public Utility Holding Company Act of 1935. In the Declaration, the
Company stated that it proposed to solicit proxies, to be voted at the Annual
Meeting of Shareholders of the Company to be held on April 26, 2000, with
respect to the election of directors, approval of auditors, and a proposal to
authorize approval of the American Electric Power System 2000 Long-Term
Incentive Plan ("2000 Plan") (the "Proposal").
I have been informed by the Company that the 2000 annual meeting of shareholders
of the Company was duly called and held on April 26, 2000, at which a quorum was
present in person or by proxy and acting throughout; and that at such meeting
holders of a majority of the shares of Common Stock outstanding and entitled to
vote duly voted to authorize approval of the 2000 Plan.
In this connection, I have examined the Charter and By-Laws of the Company and
the 2000 Plan and have made such other investigations as I deemed necessary.
Based on the foregoing, it is my opinion that:
1. The Company is a corporation validly organized and duly
existing under the laws of the State of New York; and
2. In the event that the Proposal is effected in accordance with
the Declaration, (a) all state laws applicable to the propose
transaction will have been complied with, (b) the consummation
of the proposed transaction will not violate the legal rights
of the holders of any securities issued by the Company or any
associate company thereof, (c) shares of Common Stock issued
and sold by the Company pursuant to the 2000 Plan will be
validly issued, full paid and nonassessable, and the holders
thereof will be entitled to the rights and privileges
appertaining thereto set forth in the Charter and (d) the
Company will legally acquire any shares of its Common Stock
necessary for the operation of the 2000 Plan.
I consent to this opinion being filed as an exhibit to the Company's Certificate
of Notification in the above file under the Public Utility Holding Company Act
of 1935.
Very truly yours,
s\Thomas S. Ashford
Thomas S. Ashford
