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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
INDIANA MICHIGAN POWER COMPANY
(Exact name of registrant as specified in its charter)
Indiana 35-0410455
(State of incorporation (I.R.S. Employer
or organization) Identification Number)
One Summit Square, Fort Wayne, Indiana 46801
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class
to be so registered is to be registered
Junior Subordinated Deferrable New York Stock Exchange
Interest Debentures, Series B
due 2038
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective
pursuant to General Instruction A.(c), check the following box.
[X]
If this form relates to the registration of a class of securities
pursuant to section 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(d), please check the following
box. [ ]
Securities Act registration file number to which this form relates:
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Item. 1. Description of Securities to be Registered.
The description of securities under the heading
"DESCRIPTION OF NEW JUNIOR SUBORDINATED DEBENTURES" in the
Registrant's Prospectus relating to the Registrant's 7.60%
Junior Subordinated Deferrable Interest Debentures, Series
B, due 2038, filed pursuant to Rule 424(b) under the
Securities Act of 1933, as amended, is hereby incorporated
by reference in said Registration Statement No. 333-49727.
Item 2. Exhibits.
1. Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 and Form 10-K/A dated April 1, 1998
[File No. 1-3570].
2. None.
3. None.
4. Registrant's Amended Articles of Acceptance, as
amended [Annual Report on Form 10-K for fiscal year
ended December 31, 1993, File No. 1-3570, Exhibit
3(a)]; Articles of Amendment to the Amended Articles
of Acceptance, dated March 6, 1997 [Annual Report on
Form 10-K for fiscal year ended December 31, 1996,
File No. 1-3570, Exhibit 3 (b)]; Amended Articles of
Acceptance, amended as of March 7, 1997 [Annual Report
on Form 10-K for fiscal year ended December 31, 1996,
File No. 1-3570, Exhibit 3 (c)]; and By-Laws, amended
as of January 1, 1996, [Annual Report on Form 10-K for
the fiscal year ended December 31, 1995, File No. 1-
3570, Exhibit 3(c)].
5. Form of the Registrant's Global Security for 7.60%
Junior Subordinated Deferrable Interest Debentures,
Series B, due 2038.
6. Indenture, dated as of March 1, 1996, between the
Registrant and The First National Bank of Chicago, as
Trustee, as supplemented by a First Supplemental
Indenture, dated as of March 1, 1996, and by a Second
Supplemental Indenture dated as of April 1, 1998
relating to the 7.60% Junior Subordinated Debentures,
Series B, due 2038, is incorporated by reference from
the Registrant's Form S-3 Registration Statement filed
with the Securities and Exchange Commission on April
9, 1998 [Registration Statement No. 333-49727].
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
INDIANA MICHIGAN POWER COMPANY
Date: May 5, 1998 (Registrant)
By: /s/ A. A. Pena
A. A. Pena
Treasurer
INDEX TO EXHIBITS
Exhibit
Number Exhibit
5. Form of Registrant's Global Security for
Series B Junior Subordinated Debentures.
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This Debenture is a Global Debenture within the meaning of the
Indenture hereinafter referred to and is registered in the name of
a Depository or a nominee of a Depository. This Debenture is
exchangeable for Debentures registered in the name of a person
other than the Depository or its nominee only in the limited
circumstances described in the Indenture, and no transfer of this
Debenture (other than a transfer of this Debenture as a whole by
the Depository to a nominee of the Depository or by a nominee of
the Depository to the Depository or another nominee of the
Depository) may be registered except in limited circumstances.
Unless this Debenture is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to the issuer or its agent for registration of
transfer, exchange or payment, and any Debenture issued is
registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC and any payment
hereon is made to Cede & Co., or to such other entity as is
requested by an authorized representative of DTC, ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede &
Co., has an interest herein.
No. R-1 $5,000,000 Junior Subordinated
Deferrable Interest Debentures
$25 principal amount each
CUSIP No. 454889 79 1
INDIANA MICHIGAN POWER COMPANY
7.60% JUNIOR SUBORDINATED
DEFERRABLE INTEREST DEBENTURE,
SERIES B, DUE 2038
INDIANA MICHIGAN POWER COMPANY, a corporation duly organized
and existing under the laws of the State of Indiana (herein
referred to as the "Company", which term includes any successor
corporation under the Indenture hereinafter referred to), for
value received, hereby promises to pay to CEDE & CO. or
registered assigns, the principal sum of $125,000,000 on June 30,
2038, and to pay interest on said principal sum from May 7, 1998
or from the most recent interest payment date (each such date, an
"Interest Payment Date") to which interest has been paid or duly
provided for, quarterly (subject to deferral as set forth herein)
in arrears on each March 31, June 30, September 30 and December
31 commencing June 30, 1998 at the rate of 7.60% per annum until
the principal hereof shall have become due and payable, and on
any overdue principal and premium, if any, and (without
duplication and to the extent that payment of such interest is
enforceable under applicable law) on any overdue installment of
interest at the same rate per annum during such overdue period.
Interest shall be computed on the basis of a 360-day year of
twelve 30-day months. In the event that any date on which
interest is payable on this Debenture is not a business day, then
payment of interest payable on such date will be made on the next
succeeding day which is a business day (and without any interest
or other payment in respect of any such delay), except that, if
such business day is in the next succeeding calendar year, such
payment shall be made on the immediately preceding business day,
in each case with the same force and effect as if made on such
date. The interest installment so payable, and punctually paid
or duly provided for, on any Interest Payment Date (other than
interest payable on redemption or maturity) will, as provided in
the Indenture, be paid to the person in whose name this Debenture
(or one or more Predecessor Debentures, as defined in said
Indenture) is registered at the close of business on the regular
record date for such interest installment, which shall be the
close of business on the business day next preceding such
Interest Payment Date. Interest payable on redemption or
maturity shall be payable to the person to whom the principal is
paid. Any such interest installment not punctually paid or duly
provided for shall forthwith cease to be payable to the
registered holders on such regular record date, and may be paid
to the person in whose name this Debenture (or one or more
Predecessor Debentures) is registered at the close of business on
a special record date to be fixed by the Trustee for the payment
of such defaulted interest, notice whereof shall be given to the
registered holders of this series of Debentures not less than 10
days prior to such special record date, or may be paid at any
time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Debentures
may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture. The
principal of (and premium, if any) and the interest on this
Debenture shall be payable at the office or agency of the Company
maintained for that purpose, in any coin or currency of the
United States of America which at the time of payment is legal
tender for payment of public and private debts; provided,
however, that payment of interest may be made at the option of
the Company by check mailed to the registered holder at such
address as shall appear in the Debenture Register.
Payment of the principal of, premium, if any, and interest
on this Debenture is, to the extent provided in the Indenture,
subordinated and subject in right of payment to the prior payment
in full of all Senior Indebtedness, as defined in the Indenture,
and this Debenture is issued subject to the provisions of the
Indenture with respect thereto. Each Holder of this Debenture,
by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his or her
behalf to take such action as may be necessary or appropriate to
acknowledge or effectuate the subordination so provided and (c)
appoints the Trustee his or her attorney-in-fact for any and all
such purposes. Each Holder hereof, by his or her acceptance
hereof, hereby waives all notice of the acceptance of the
subordination provisions contained herein and in the Indenture by
each holder of Senior Indebtedness, whether now outstanding or
hereafter incurred, and waives reliance by each such holder upon
said provisions.
This Debenture is one of a duly authorized series of
Debentures of the Company (herein sometimes referred to as the
"Debentures"), specified in the Indenture, all issued or to be
issued in one or more series under and pursuant to an Indenture
dated as of March 1, 1996 duly executed and delivered between the
Company and The First National Bank of Chicago, a national
banking association organized and existing under the laws of
the United States, as Trustee (herein referred to as the
"Trustee"), as supplemented by the First Supplemental Indenture
dated as of March 1, 1996 and the Second Supplemental Indenture
dated as of April 1, 1998 between the Company and the Trustee
(said Indenture as so supplemented being hereinafter referred to
as the "Indenture"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description
of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the holders
of the Debentures. By the terms of the Indenture, the Debentures
are issuable in series which may vary as to amount, date of
maturity, rate of interest and in other respects as in the
Indenture provided. This series of Debentures is limited in
aggregate principal amount as specified in said Second
Supplemental Indenture.
Subject to the terms of Article Three of the Indenture, the
Company shall have the right to redeem this Debenture at the
option of the Company, without premium or penalty, in whole or in
part at any time on or after May 7, 2003 (an "Optional
Redemption"), at a redemption price equal to 100% of the
principal amount plus any accrued but unpaid interest to the date
of such redemption (the "Optional Redemption Price"). Any
redemption pursuant to this paragraph will be made upon not less
than 30 nor more than 60 days' notice, at the Optional Redemption
Price. If the Debentures are only partially redeemed by the
Company pursuant to an Optional Redemption, the Debentures will
be redeemed pro rata or by lot or by any other method utilized by
the Trustee; provided that if at the time of redemption, the
Debentures are registered as a Global Debenture, the Depository
shall determine by lot the principal amount of such Debentures
held by each Debentureholder to be redeemed.
In the event of redemption of this Debenture in part only, a
new Debenture or Debentures of this series for the unredeemed
portion hereof will be issued in the name of the Holder hereof
upon the cancellation hereof.
In case an Event of Default, as defined in the Indenture,
shall have occurred and be continuing, the principal of all of
the Debentures may be declared, and upon such declaration shall
become, due and payable, in the manner, with the effect and
subject to the conditions provided in the Indenture.
The Indenture contains provisions for defeasance at any time
of the entire indebtedness of this Debenture upon compliance by
the Company with certain conditions set forth therein.
The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the Holders of not less than a
majority in aggregate principal amount of the Debentures of each
series affected at the time outstanding, as defined in the
Indenture, to execute supplemental indentures for the purpose of
adding any provisions to or changing in any manner or eliminating
any of the provisions of the Indenture or of any supplemental
indenture or of modifying in any manner the rights of the Holders
of the Debentures; provided, however, that no such supplemental
indenture shall (i) extend the fixed maturity of any Debentures
of any series, or reduce the principal amount thereof, or reduce
the rate or extend the time of payment of interest thereon, or
reduce any premium payable upon the redemption thereof, without
the consent of the holder of each Debenture so affected or (ii)
reduce the aforesaid percentage of Debentures, the holders of
which are required to consent to any such supplemental indenture,
without the consent of the holders of each Debenture then
outstanding and affected thereby. The Indenture also contains
provisions permitting the Holders of a majority in aggregate
principal amount of the Debentures of all series at the time
outstanding affected thereby, on behalf of the Holders of the
Debentures of such series, to waive any past default in the
performance of any of the covenants contained in the Indenture,
or established pursuant to the Indenture with respect to such
series, and its consequences, except a default in the payment of
the principal of or premium, if any, or interest on any of the
Debentures of such series. Any such consent or waiver by the
registered Holder of this Debenture (unless revoked as provided
in the Indenture) shall be conclusive and binding upon such
Holder and upon all future Holders and owners of this Debenture
and of any Debenture issued in exchange hereto or in place hereof
(whether by registration of transfer or otherwise), irrespective
of whether or not any notation of such consent or waiver is made
upon this Debenture.
No reference herein to the Indenture and no provision of
this Debenture or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of and premium, if any, and interest on this
Debenture at the time and place and at the rate and in the money
herein prescribed.
The Company shall have the right at any time during the term
of the Debentures, from time to time to extend the interest
payment period of such Debentures for up to 20 consecutive
quarters (the "Extended Interest Payment Period"), at the end of
which period the Company shall pay all interest then accrued and
unpaid (together with interest thereon compounded quarterly at
the rate specified for the Debentures to the extent that payment
of such interest is enforceable under applicable law); provided
that, during such Extended Interest Payment Period the Company
shall not declare or pay any dividend on, or purchase, acquire or
make a liquidation payment with respect to, any of its capital
stock, or make any guarantee payments with respect thereto.
Prior to the termination of any such Extended Interest Payment
Period, the Company may further extend such Extended Interest
Payment Period, provided that such Period together with all such
previous and further extensions thereof shall not exceed 20
consecutive quarters or extend beyond the maturity of the
Debentures. At the termination of any such Extended Interest
Payment Period and upon the payment of all accrued and unpaid
interest and any additional amounts then due, the Company may
select a new Extended Interest Payment Period.
As provided in the Indenture and subject to certain
limitations therein set forth, this Debenture is transferable by
the registered holder hereof on the Debenture Register of the
Company, upon surrender of this Debenture for registration of
transfer at the office or agency of the Company accompanied by a
written instrument or instruments of transfer in form
satisfactory to the Company or the Trustee duly executed by the
registered Holder hereof or his or her attorney duly authorized
in writing, and thereupon one or more new Debentures of
authorized denominations and for the same aggregate principal
amount and series will be issued to the designated transferee or
transferees. No service charge will be made for any such
transfer, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in relation
thereto.
Prior to due presentment for registration of transfer of
this Debenture, the Company, the Trustee, any paying agent and
any Debenture Registrar may deem and treat the registered Holder
hereof as the absolute owner hereof (whether or not this
Debenture shall be overdue and notwithstanding any notice of
ownership or writing hereon made by anyone other than the
Debenture Registrar) for the purpose of receiving payment of or
on account of the principal hereof and premium, if any, and
interest due hereon and for all other purposes, and neither the
Company nor the Trustee nor any paying agent nor any Debenture
Registrar shall be affected by any notice to the contrary.
No recourse shall be had for the payment of the principal of
or the interest on this Debenture, or for any claim based hereon,
or otherwise in respect hereof, or based on or in respect of the
Indenture, against any incorporator, stockholder, officer or
director, past, present or future, as such, of the Company or of
any predecessor or successor corporation, whether by virtue of
any constitution, statute or rule of law, or by the enforcement
of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration
for the issuance hereof, expressly waived and released.
This Global Debenture is exchangeable for Debentures in
definitive form only under certain limited circumstances set
forth in the Indenture. Debentures of this series so issued are
issuable only in registered form without coupons in denominations
of $25 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations herein and therein
set forth, Debentures of this series so issued are exchangeable
for a like aggregate principal amount of Debentures of this
series of a different authorized denomination, as requested by
the Holder surrendering the same.
All terms used in this Debenture which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
This Debenture shall not be entitled to any benefit under
the Indenture hereinafter referred to, be valid or become
obligatory for any purpose until the Certificate of
Authentication hereon shall have been signed by or on behalf of
the Trustee.
Unless the Certificate of Authentication hereon has been
executed by the Trustee or a duly appointed Authentication Agent
referred to on the reverse side hereof, this Debenture shall not
be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this Instrument
to be executed.
Dated: May 7, 1998
INDIANA MICHIGAN POWER COMPANY
By: SPECIMEN
Treasurer
Attest:
By: SPECIMEN
Assistant Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Debentures of the series of Debentures
described in the within-mentioned Indenture.
THE FIRST NATIONAL BANK OF CHICAGO
as Trustee or as Authentication Agent
By: SPECIMEN
Authorized Signatory
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE)
(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
the within Debenture and all rights thereunder, hereby
irrevocably
constituting and appointing such person attorney to transfer such
Debenture on the books of the Issuer, with full power of
substitution in the premises.
Dated: SPECIMEN
NOTICE: The signature to this assignment must correspond with
the name as written upon the face of the within
Debenture in every particular, without alteration or
enlargement or any change whatever and NOTICE:
Signature(s) must be guaranteed by a financial
institution that is a member of the Securities Transfer
Agents Medallion Program ("STAMP"), the Stock Exchange
Medallion Program ("SEMP") or the New York Stock
Exchange, Inc. Medallion Signature Program ("MSP").
