AEP Dividend Reinvestment and Direct Stock Purchase Plan, Prospectus dated
September 1, 2005
PROSPECTUS
_________________________________________________________________________________________________
American
Electric Power Company, Inc.
Dividend
Reinvestment and Direct Stock Purchase Plan
American
Electric Power Company, Inc. offers participation in the Dividend Reinvestment
and Direct Stock Purchase Plan (the Plan), which provides you with a convenient
and economical way to purchase shares of our Common Stock, par value $6.50
per
share, and to reinvest cash dividends.
If
you
are not already a shareholder, you may become a Participant 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.
|
| |
•
|
Establish
an Individual Retirement Account (IRA) which invests in our Common
Stock
through the Plan.
|
| |
•
|
Deposit
shares for safekeeping with EquiServe Trust Company, N.A., (the
Agent).
|
| |
•
|
Transfer
shares or make gifts of our Common
Stock.
|
Shares
of
our Common Stock will be purchased under the Plan, at our option, from newly
issued shares or on the open market.
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 September 1, 2005
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.
|
TABLE
OF CONTENTS
|
| |
Page
|
|
The
Company
|
3
|
|
Advantages
of the Plan
|
3
|
|
Company
Risk Factors
|
4
|
|
Forward-Looking
Statements
|
4
|
|
Description
of the Plan
|
5
|
| Purpose |
5
|
| Administration |
5
|
| Eligibility |
5
|
| Enrollment
Procedures |
6
|
| Reinvesetment
of Dividends |
7
|
| Initial
Investments and Voluntary Cash Payments |
8
|
| Source
and
Price of Shares |
9
|
| Cost
to
Participants |
10
|
|
Individual
Retirement Account
|
10
|
|
Account
Management
|
11
|
| Gift/Transfer
of Shares |
11
|
| Sale
of
Shares |
11
|
| Certificates
for Shares |
12
|
| Share
Safekeeping |
13
|
| Closing
a Plan
Account |
13
|
| Reports
to
Participants |
14
|
|
Federal
Income Tax Information
|
14
|
|
Employee
Participation
|
16
|
|
Description
of Common Stock
|
17
|
|
Other
Information
|
19
|
|
Use
of Proceeds
|
19
|
|
Validity
of Common Stock
|
19
|
|
Experts
|
20
|
|
Indemnification
for Securities Act Liabilities
|
20
|
|
Where
You Can Find More Information
|
20
|
|
For
Assistance Concerning the Plan
|
22
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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)
716-1000.
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. The Company is also referred to as
“AEP” in this Prospectus.
ADVANTAGES
OF THE PLAN
• If
you do
not currently own any shares of our Common Stock, you may enroll in the Plan
by
making 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.
• You
may
reinvest all or a portion of your cash dividends in our Common
Stock.
• You
may
receive cash dividends electronically or by check on all or any shares of our
Common Stock, including those held in the Plan.
• You
may
purchase additional shares of our 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 or automated deduction from a predesignated
checking, savings or money market account.
• Employees
may make initial purchases of our Common Stock without an initial invest-ment
fee. The minimum purchase for employees is $5.00.
• You
pay
no brokerage fees or expenses in connection with purchases of our Common Stock
under the Plan.
• You
may
establish an IRA which invests in our 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 your
account.
• The
Plan
offers a share "safekeeping" service whereby you may deposit your Common Stock
certificates with the Agent and have your ownership of our Common Stock
maintained on the Agent's records as part of your Plan account.
• You
may
make transfers or gifts of our Common Stock at any time and at no charge to
you.
When you 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 you if you reinvest dividends listing year-to-date
transactions in your 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.
COMPANY
RISK FACTORS
Investing
in our securities involves risk. Please see the risk factors descried in our
Annual Report on Form 10-K, as amended by Form 10-K/A, for the fiscal year
ended
December 31, 2004, along with disclosure related to the risk factors contained
in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2005,
which
are incorporated by reference in this prospectus. Before making an investment
decision, you should carefully consider these risks as well as other information
contained or incorporated by reference in this prospectus. The risks and
uncertainties described are those presently known to us. Additional risks and
uncertainties not presently known to us or that we currently deem immaterial
may
also impair our business operations, our financial results and the value of
our
securities. There may be risks that you view in a different way than we do,
and
we may omit a risk that we consider immaterial, but you consider important.
If
any of the following risks occur, our business, financial condition or results
of operations could be materially harmed. In that case, the value or trading
price of the securities registered herein could decline, and you may lose all
or
part of your investment.
FORWARD-LOOKING
STATEMENTS
We
have
included, in the documents incorporated by reference in this Prospectus,
statements containing “forward-looking information,” as defined by the Private
Securities Litigation Reform Act of 1995. We have used the words
“anticipate,”“intend,”“may,”“expect,”“believe,”“plan,”“will,”“estimate,”“should”
or other comparable and similar expressions in this Prospectus and in the
documents incorporated by reference to identify such forward-looking statements.
Forward-looking information, by its nature, involves estimates, projections,
goals, forecasts, assumptions, risks and uncertainties that could cause actual
results or outcomes to differ materially from those expressed in a statement
that contains forward-looking information. Any statement containing
forward-looking information speaks only as of the date on which it is made,
and,
except to fulfill our obligations under the U.S. securities laws, we undertake
no obligation to update any such statement to reflect events or circumstances
after the date on which it is made. Examples of factors that can affect our
expectations, beliefs, plans, goals, objectives and future financial or other
performance are discussed under the heading “Company Risk Factors.” All such
factors are difficult to predict, contain uncertainties that may materially
affect actual results, and may be beyond our control. It is not possible for
our
management to predict all of such factors or to assess the effect of each such
factor on our business. New factors emerge from time to time, and may be found
in the future SEC filings incorporated by reference in this Prospectus in the
section captioned “Where You can Find More Information.”
DESCRIPTION
OF THE PLAN
The
following is the Plan for our investors, shareholders and employees, which
became effective July 1, 1997.
Purpose
The
purpose of the Plan is to provide you with a convenient and economical way
to
purchase shares of our Common Stock and to reinvest all or a portion of your
cash dividends in additional shares of our Common Stock. To the extent such
shares of our Common Stock are purchased from us, we will receive additional
funds needed for the repayment of debt, for additional equity investments in
our
subsidiaries and for other corporate purposes.
Administration
EquiServe
Trust Company, N.A. (“EquiServe”), a federally chartered trust institution, as
Agent, administers the Plan for you, keeps records, sends statements of account
to you and performs other duties relating to the Plan. Computershare Shareholder
Services, Inc., an affiliate of EquiServe and a transfer agent registered with
the SEC, acts as service agent for EquiServe. The Agent purchases shares of
our
Common Stock, either on the open market or directly from us, as agent for you
and credits the shares to your individual accounts.
Eligibility
Any
person or legal entity, residing in the United States, whether or not a
shareholder of record of our Common Stock, 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 our 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 have some or all of their shares reregistered
into their names. The broker/dealer should be instructed to move some or all
of
the shares electronically through the Direct Registration System from the
broker/dealer account to a new book-entry account with the Agent. Please contact
the broker/dealer for more information. Once the shares are moved from the
broker/dealer account to a new book-entry account registered in the owner’s name
with the Agent, the individual may then participate in the Plan.
Enrollment
Procedures
Shareholders
of Record
If
you
are a shareholder of record you may become a Participant in the Plan by
enrolling through the Internet by going to the Plan Agent’s website,
www.computershare.com/equiserve,
and
following the instructions provided, or by sending a completed Enrollment
Authorization Form to the Agent. The
initial investment fee does not apply to shareholders of
record.
Investors
After
reading 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 Deduc-tions of at least $25 per
month
for a minimum of 10 months, or an initial cash payment in the form of a check
made payable (in U.S. dollars) to Computershare. Investors may also apply for
enrollment in the Plan through the Agent’s website, www.computershare.com/equiserve
and
following the instructions provided. 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 invest-ment
payment. Do not send cash, money orders, traveler’s checks 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 tax-payer identification numbers and legal
registrations.
Employees
Most
full
or part-time employees or any of our subsidiaries may apply for enrollment
in
the Plan by returning a completed Employee Enrollment Form which is available
from the Shareholder Relations office at 1 Riverside Plaza, Columbus,
Ohio 43215. No enrollment fees will be charged to employees. See also
"Employee Participation."
Enrollment
Authorization Form
Three
options are shown on the Enrollment Authorization Form. You must place an "X"
in
the appropriate box to indicate your 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
dividend reinvestment). Under each of these options, you may make voluntary
cash
payments at any time. You may change reinvest-ment levels from time to time
by
accessing your Plan account at the Agent’s website, www.computershare.com/equiserve
or by
submitting a revised Enrollment Authorization Form to the Agent.
Reinvestment
of Dividends
You
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 you choose partial reinvestment, you need 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
you
elect full reinvestment, cash dividends paid on all our Common Stock registered
in your name and/or held in your Plan account will be reinvested in additional
shares of our 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 you by check
in
the usual manner or directly deposited, if you have 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, you may elect to have any cash dividends
not
reinvested under the Plan paid by electronic funds transfer to your
predesignated bank account. To receive such dividends by direct deposit, you
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. You may change the
designated account for direct deposit or discontinue this feature by written
instruction to the Agent. If you transfer shares or otherwise establish a new
account, a new Direct Deposit Authorization Form must be completed. If you
close
or change a bank account number, a new Direct Deposit Authorization Form must
be
completed.
Initial
Investments and Voluntary Cash Payments
You
may
make investments by personal check, one-time online bank debit, 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
your
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 you, as appropriate.
However, no refund of a check 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.
Voluntary cash payments may be made by check pay-able in U.S. dollars to
"Computershare." 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. You should also indicate the Plan account number on your check. Do
not
send cash, traveler’s checks, money orders, or third party checks for voluntary
cash payments. Additional Transaction Forms are available upon request from
the
Agent.
For
initial cash investments, see "Enrollment Procedures — Investors"
above.
One-time
Bank Debit.
At any
time, Participants may make voluntary cash payments by going to the Agent’s
website, www.computershare.com/equiserve,
and
authorizing a one-time online bank debit from an account at U.S. bank or
financial institution. One-time online voluntary cash payment funds will be
held
by the Plan Agent for three banking business days before they are invested.
You
should refer to the online confirmation for the account debit date and
investment date.
Automatic
Deduction from an Account.
You 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, you may enroll through the Agent’s website, www.computershare.com/equiserve,
or,
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, you should allow
four
to six weeks for your first investment to be initiated. Once automatic
deductions are initiated, funds will be drawn from your account on either the
1st
or
15th
of each
month, or both (as chosen by you, 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).
Automatic deductions will continue at the level you set until you change your
instructions by notifying the Plan Agent.
You
may
change or terminate automatic deductions through the Agent’s website,
www.computershare.com/equiserve
or by
completing and submitting to the Agent a new Authorization Form for Automatic
Deductions. When you transfer shares or otherwise establish a new account,
an
Authorization Form must be completed unique to that account. If you close or
change 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.
There
is
a fee of $25 for any voluntary cash payment returned unpaid, whether the
investment was made by check or by an attempted automatic withdrawal from your
U.S. bank account. By enrolling in the Plan, you authorize the Agent to deduct
this fee by selling shares from your Plan account. More Common Stock may be
sold
than was purchased with the returned deposit due to fluctuations in market
price.
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
dis-cussed time period. If such shares are purchased directly from us, such
purchase shall take place on the Investment Date.
For
an
open market purchase, the purchase price for our 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 our Common Stock purchased directly from us will be the average
of
the daily high and low sales prices of our 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 us 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 your account.
Cost
to Participants
An
initial investment fee of $10 will be charged to all non-shareholders (except
our employees) who elect to participate in the Plan. Brokerage commissions
and
other expenses for shares purchased on the open market will be paid by us.
These
commissions will be considered as additional income to you for tax purposes
and
will be reported on year-end tax statements. There are no brokerage fees for
shares purchased directly from us. You pay a service fee and brokerage
commissions ($5.00 and approximately 12 cents a share) on shares that are sold
through the Plan at your request.
INDIVIDUAL
RETIREMENT ACCOUNT
The
Agent
offers an Individual Retirement Account (Traditional, Roth or Coverdell
Education Savings Account) that invests in our Common Stock through the Plan.
This account is available for new contributions and for roll-overs. For more
information on this service, including IRA enrollment material and fees, go
to
www.computershare.com/equiserve or call the Agent’s IRA Department at
1-800-597-7736.
ACCOUNT
MANAGEMENT
Once
a
Plan account is established, you have several other options available to manage
the account, including transfers, sales and certificate issuance. These options
are detailed below.
Gift/Transfer
of Shares
If
you
wish to transfer the ownership of all or part of your shares held under the
Plan
to a Plan account for another person, whether by gift, private sale or
otherwise, you 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
your shares must be made in whole share amounts. Requests for transfer are
subject to the same requirements as the transfer of our 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 avail-able on the Agent’s website, www.computershare.com/equiserve and
upon
request from the Agent.
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 your 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 you.
The
recipient will receive a statement showing the deposit of shares. Upon your
request, the Agent will also send a non-negotiable gift certificate free of
charge.
Sale
of Shares
You
may
request the Agent to sell any number of whole shares held in your Plan account
by accessing your account through the Internet at the Agent’s website,
www.computershare.com/equiserve,
by
completing the transaction form attached to your statement or by giving detailed
written instructions to the Agent. Alternatively, you may call the Agent at
1-800-328-6955.
The
Agent will initiate the sale as soon as practicable after receiving the
notification. Sales will be made for your account on the open market through
a
securities broker designated by the Agent. You will receive the proceeds, less
applicable service fee and brokerage commis-sions ($5.00 and approximately
12
cents per share). Proceeds of shares sold through the Plan will be paid to
you
by check.
You
may
also customize your payment preference for many different currencies through
the
Agent’s Global
Payments
services. Just provide the Agent with your payment preference via the Internet
and let them know where you want your money deposited. No matter where you’re
located you can take advantage of the flexibility. To register for Global
Payments, go to www.computershare.com/equiserve,
click
on “Account Access” and follow the log-in instructions.
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 your account will be treated as a withdrawal from the Plan. See "Closing
a Plan Account" below.
All
sales
requests having an anticipated market value of $100,000 or more must be
submitted in written form. In addition, all sale receipts received by the Agent
within 30 days of an address change to your Plan account must be submitted
in
written form.
Certificates
for Shares
Shares
purchased and held under the Plan will be held in safekeeping by the Agent
in
your name. The number of shares (including fractional shares) upon which
dividends are reinvested and held for each Participant will be shown on each
quarterly statement of account. You may obtain a new certificate for all or
some
of the whole shares of our Common Stock held in your Plan account by completing
the transaction form attached to your statement or upon telephone or written
request to the Agent. You may also request a certificate through the Agent’s
website, www.computershare.com/equiserve.
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 our Common Stock held
by
the Agent for your Plan account may not be pledged or assigned. If you wish
to
pledge or assign any such shares, you must request that a certificate for such
shares be issued in your name.
Share
Safekeeping
At
the
time of enrollment in the Plan, or at any later time, you may use the Plan's
share safekeeping service to deposit any Common Stock certificates in your
possession with the Agent. Shares deposited will be credited to your 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, you no longer bear the risk associated
with loss, theft or destruction of our 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.
If
you
wish to deposit your Common Stock certificates with the Agent, you must mail
your request and your certificates to the Agent. The
certificates should not be endorsed.
Certificates
mailed to the Agent should be insured for possible mail loss for 3% of the
market value (minimum of $20.00); this represents your replacement cost if
the
certificates are lost in transit to the Agent.
Closing
a Plan Account
You
may
close an account in the Plan at any time by accessing your account through
the
Internet at the Agent’s website, www.computershare.com/equiserve,
completing the information on the transaction form attached to 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 you will be issued. If you close a Plan account, you will
receive a check for the cash value of any fractional share. Alternatively,
you
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 you 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, you must re-enroll.
If
you
dispose of all certificated shares of our Common Stock, the dividends on the
shares credited to the your Plan account will continue to be distributed as
elected on the Enrollment Authorization Form until the Agent is notified that
you wish to withdraw from the Plan.
Reports
to Participants
You
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 you and other shares registered
in your name upon which dividends are reinvested. You
are 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. You may also view year-to-date transaction
activity in your Plan account for the current year, as well as activity in
prior
years, by accessing your Plan account through the Internet at the Agent’s
website, www.computershare.com/equiserve.
You
will
be sent the same communications sent to all other registered holders of shares
of our Common Stock, including the Company's annual report to shareholders,
a
notice of the annual meeting and accompanying proxy statement. In addition,
you
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 you at the latest address of record with the Agent. Therefore,
you
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 your last known address,
in
accordance with applicable state laws.
FEDERAL
INCOME TAX INFORMATION
We
believe 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, you are advised to consult your tax advisor with respect
to the tax consequences (including federal, state, local and other tax laws
and
U.S. tax withholding laws) applicable to your particular situation.
Taxable
Income and Tax Basis
Reinvested
Dividends.
In the
case of reinvested dividends, when the Agent acquires shares for your account
directly from us, you must include in gross income a dividend equal to the
number of shares purchased with your reinvested dividends multiplied by the
fair
market value of our 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. Your 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 our Common Stock for your account on the open market
with reinvested dividends, you must include in gross income an amount equal
to
the cash dividends reinvested plus that portion of any brokerage commissions
paid by us which are attributable to the purchase of your shares. Your tax
basis
in Plan shares will be equal to the purchase price plus allocable brokerage
commissions.
Voluntary
Cash Payments.
In the
case of shares purchased on the open market with volun-tary 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 us. Your 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
us.
The
above
rules are based on an Internal Revenue Service (IRS) ruling we 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. You should consult your tax advisor concerning the
tax
con-se-quences applicable to your situation.
Gain/Loss
Recognition.
You 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 you when whole shares acquired under the Plan are sold or
exchanged — either by the Agent at your request when withdrawing from the Plan
or by your own action after withdrawal from or termination of the Plan. You
also
will recognize gain or loss when receiving a cash payment for a fractional
share
credited to your account is sold 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
You
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 your behalf,
and
an adjust-ment to reflect the difference between fair market value price and
purchase price with respect to shares purchased from us with reinvested
dividends.
A
Form
1099-B will be provided if you 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 at the current applicable rates
from the amount of dividends and the proceeds of any sale of shares if: (i)
you
fail to certify to the Agent that you are not subject to backup withholding,
(ii) that you fail to certify that the taxpayer identification number provided
is correct or (iii) the IRS notifies us that you are subject to backup
withholding. The withheld amounts will be deducted from the amount of dividends
and the remaining amount will be reinvested. The with-held amounts also will
be
deducted from the proceeds of any sale of shares and the remaining amount will
be sent to you.
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 share-holders 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.
Our
employees have the same rights under the Plan, and are governed by the same
terms and limitations, as our shareholders, 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 our Common
Stock with voluntary cash payments by completing an Employee Enrollment Form
and
returning it to the Shareholder Relations Department. Employee Enrollment Forms
and with-holding authorization forms may be obtained from the Human Resources
Department or administrator of the employee's company or by request to the
Shareholder Relations Depart-ment, 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 Form must be accompanied by a check for the initial
payment.
Employees
who, as record holders of our Common Stock, are already participating in the
Plan do not need to complete an Employee Enrollment Form; however, they must
complete a with-holding authorization form if they wish to make voluntary cash
payments through payroll deductions. Any employee who is or becomes a holder
of
record of our 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.
DESCRIPTION
OF COMMON STOCK
The
Company’s capital stock currently consists of 600,000,000 shares of common
stock, par value $6.50 per share. 395,704,805 shares of our common stock were
issued and outstanding as of October 31, 2004. Our Common Stock is listed on
the
New York Stock Exchange. EquiServe is the transfer agent and registrar for
our
Common Stock.
Dividend
Rights.
The
holders of our Common Stock are entitled to receive the dividends declared
by
our board of directors provided funds are legally available for such dividends.
Our income derives from our Common Stock equity in the earnings of our
subsidiaries. Various financing arrangements, charter provisions and regulating
requirements may impose certain restrictions on the ability of our subsidiaries
to transfer funds to us in the form of cash dividends, loans or
advances.
Stock
Split, Stock Dividend or Rights Offering.
Any
stock dividends or split shares of our Common Stock distributed by us on shares
held by the Agent for your Plan account or held by you in the form of stock
certificates will be added to your account.
In
the
events of a rights offering, you will receive rights based upon the total number
of whole shares owned, that is, the total number of shares registered in your
name and the total number of whole shares held in your Plan
account.
Rights
upon Liquidation.
If we
are liquidated, holders of our Common Stock will be entitled to receive pro
rata
all assets available for distribution to our shareholders after payment of
our
liabilities, including liquidation expenses.
Preemptive
Rights.
The
holders of our Common Stock generally do not have the right to subscribe for
or
purchase any part of any new or additional issue of our Common Stock. If,
however, our board of directors determines to issue and sell any Common Stock
solely for money and not by (1) a public offering, (2) an offering to or through
underwriters or dealers who have agreed to promptly make a public offering,
or
(3) any other offering which the holders of a majority of our outstanding Common
Stock have authorized; then such Common Stock must first be offered pro rata
to
our existing shareholders on terms no less favorable than those offered to
persons other than our existing shareholders.
Voting
of Plan Shares.
The
holders of our Common Stock are entitled to one vote for each share of common
stock held. The holders of our Common Stock are entitled to cumulate their
votes
when voting for the election of directors. For each meeting of shareholders,
you
will receive a proxy for the total number of whole shares held — both the shares
registered in your name directly and those credited to your 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 you vote in
person.
Restrictions
on Dealing with Existing Shareholders.
We are
subject to Section 513 of New York’s Business Corporation Law, which provides
that no domestic corporation may purchase or agree to purchase more than 10%
of
its stock from a shareholder who has held the shares for less than two years
at
any price that is higher than the market price unless the transaction is
approved by both the corporation’s board of directors and a majority of the
votes of all outstanding shares entitled to vote thereon at a meeting of
shareholders, unless the certificate of incorporation requires a greater
percentage or the corporation offers to purchase shares from all the holders
on
the same terms. Our certificate of incorporation does not currently provide
for
a higher percentage.
OTHER
INFORMATION
Limitation
of Liability.
Neither
we 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 your account upon your death, or with respect to
the
prices or times at which shares are purchased or sold for you. The foregoing
does not represent a waiver of any rights you may have under applicable
securities laws. Neither
we nor the Agent can assure a profit or protect against a loss on shares
purchased under the Plan.
Change
or Termination of Plan.
We
reserve 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.
You will be sent notice of any such action. Any such modification, suspension
or
termination will not, of course, affect previously executed transactions. We
also reserve 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 us.
USE
OF PROCEEDS
We
have
no basis for estimating precisely either the number of shares of our Common
Stock that ultimately may be sold pursuant to the Plan, or the prices at which
such shares will be sold. However, we propose to use the net proceeds from
the
sale of shares of our Common Stock by us pursuant to the Plan, when and as
received, to pay at maturity unsecured debt outstanding at the time, to make,
subject to the receipt of any necessary authorizations from regulatory agencies,
additional investments in our Common Stock equities of our subsidiaries, and
for
other corporate purposes.
VALIDITY
OF COMMON STOCK
Simpson
Thacher & Bartlett LLP, New York, New York, our counsel, will pass upon the
validity of the shares of our Common Stock offered hereby for us.
EXPERTS
The
consolidated financial statements and the related consolidated 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, 2003 have
been audited by Deloitte & Touche LLP, an independent registered public
accounting firm, as stated in their reports (which reports express an
unqualified opinion and include explanatory paragraphs concerning the adoption
of new accounting pronouncements in 2002 and 2003), which are incorporated
herein by reference and have been so incorporated in reliance upon the 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.
WHERE
YOU CAN FIND MORE INFORMATION
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 (“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; and, Citicorp Center, 500 West Madison
Street,
Suite 1400, Chicago, Illinois 60661. 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 Website at www.sec.gov containing reports, proxy and information
statements and other information regarding registrants that file electronically
with the SEC, including the Company. Our 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.
The
SEC
allows us to “incorporate by reference” the information we file with it, which
means that we can disclose important information to you by referring you to
those documents. The information incorporated by reference is an important
part
of this Prospectus and should be read with the same care. Information that
we
file later with the SEC will automatically update and supersede that
information.
The
following documents filed by the Company with the SEC are incorporated in this
Prospectus by reference:
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•
|
The
Company's Annual Report on Form 10-K for the year ended December
31, 2004,
as amended by the Annual Report on Form 10K/A filed May 6,
2005
|
| |
•
|
The
Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31,
2005 and June 30, 2005.
|
| |
•
|
The
Company’s Current Reports on Form 8-K filed on January 11, 2005, January
21, 2005, January 31, 2005, February 25, 2005, February 28, 2005,
March 9,
2005, April 4, 2005, and April 28, 2005.
|
| |
•
|
The
description of our Common Stock contained in its Registration Statement
on
Form S-3, File No. 333-105532, filed under the Securities Act of
1933, as
amended, dated May 23, 2003, 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.
We
will
provide without charge to each person who has received a copy of this
Prospectus, upon written or oral request, a copy of any or all of the documents
described above which have been incorporated by reference in this Prospectus,
excluding exhibits. Written requests for copies of such documents should be
addressed to Financial Reporting, American Electric Power Service Corporation,
1
Riverside Plaza, Columbus, Ohio 43215 (telephone number (614) 716-1000). 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.
|
FOR
ASSISTANCE CONCERNING THE PLAN
Correspondence
concerning the Plan:
EquiServe
Trust Company, N.A.
AEP
Dividend Reinvestment Plan
P.
O. Box 43081
Providence,
Rhode Island 02940-3081
Voluntary
cash investments
of
checks should be mailed to the address listed on your Plan
Statement:
Be
sure to reference American Electric Power Co., Inc. and your account
number if applicable, in all correspondence.
Telephone:
EquiServe
Trust Company, N.A.: 1-800-328-6955. An automated phone system is
available 24 hours a day, 7 days a week. Customer service representatives
are available from 9:00 a.m. to 5:00 p.m. Eastern time each business
day.
Non-shareholder
requests for information about the Plan: 1-866-238-5345 24 hours
a day, 7
days a week.
For
IRA information: 1-800-597-7736
TDD:
1-800-952-9245
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
promptly.
EquiServe
Trust Company, N.A. is "http://www.computershare.com/equiserve".
The Company's Internet
address
is "www.aep.com".
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.