As filed with the Securities and Exchange Commission on June 5, 2001
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________
AMERICAN ELECTRIC POWER COMPANY, INC.
(Exact Name of Registrant as Specified in Its Charter)
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New York 13-4922640
(State or Other (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation or
Organization)
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1 Riverside Plaza, Columbus, Ohio 43215
(Address of Principal Executive Offices) (Zip Code)
American Electric Power System
Supplemental Retirement Savings Plan
(Full Title of the Plan)
___________
Jeffrey D. Cross, Esq.
Senior Vice President and Deputy General Counsel
American Electric Power Service Corporation
1 Riverside Plaza
Columbus, Ohio 43215
(614) 223-1580
(Name, Address and Telephone Number, Including Area Code, of Agent For
Service)
___________
CALCULATION OF REGISTRATION FEE
=========================================================================
Proposed Proposed
Maximum Maximum
Title of Amount to be Offering Price Aggregate Amount of
Securities to Registered Per Share Offering Registration
be Registered (1) (2) (2) Price (2) Fee (2)
------------------------------------------------------------------------
------------------------------------------------------------------------
Supplemental $80,000,000 100% $80,000,000 $20,000
Savings Plan
Deferred
Compensation
Obligations
=========================================================================
(1) The American Electric Power System Supplemental Retirement Savings
Plan Obligations are unsecured obligations of American Electric Power
Company, Inc. to pay deferred compensation in the future in accordance with
the American Electric Power System Supplemental Retirement Savings Plan.
(2) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(h).
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, 2000;
(ii) Quarterly Report on Form 10-Q of AEP for the fiscal quarter
ended March 31, 2001;
(iii)Current Report on Form 8-K of AEP dated April 24, 2001; and
(iv) Current Report on Form 8-K/A of AEP dated May 3, 2001.
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
The securities registered hereby are deferred compensation obligations,
which are fully described in the American Electric Power System Supplemental
Retirement Savings Plan.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Certain legal matters with respect to the offering of the securities
registered hereby have been passed upon by Ann B. Graf, Senior
Counsel-Securities of American Electric Power Service Corporation, a wholly
owned subsidiary of American Electric Power Company, Inc. Ms. Graf is paid a
salary by American Electric Power Service Corporation and is a participant in
various employee benefit plans offered to employees of American Electric
Power Service Corporation.
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
4 American Electric Power System Supplemental Retirement
Savings Plan
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 KPMG Audit Plc
23.4 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 forth in this registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
of the Securities Act of 1933 if, in the aggregate, the
changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii)To include any material information with respect to the plan
of distribution not previously disclosed in this registration
statement or any material change to such information in the
registration statement;
provided, however, that the undertakings set forth in paragraphs
(i) and (ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities 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 4th day of June, 2001.
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 June 4, 2001 by the following
persons in the capacities indicated with the Registrant.
Signature Title
/s/ E. R. BROOKS
E. R. Brooks Director
/s/ JOSEPH M. BUONAIUTO Controller and Chief Accounting Officer
Joseph M. Buonaiuto (Principal Accounting Officer)
/s/ DONALD M. CARLTON
Donald M. Carlton Director
/s/ JOHN P. DESBARRES
John P. DesBarres 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/ ROBERT W. FRI
Robert W. Fri Director
/s/ LESTER A. HUDSON, JR.
Lester A. Hudson, Jr. Director
/s/ LEONARD J. KUJAWA
Leonard J. Kujawa Director
/s/ JAMES L. POWELL
James L. Powell Director
/s/ RICHARD L. SANDOR
Richard L. Sandor 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
Exhibit Index
Exhibit
Number Description
4 American Electric Power System Supplemental Retirement
Savings Plan.
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 KPMG Audit plc
23.4 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)
Exhibit 4
AMERICAN ELECTRIC POWER SYSTEM
SUPPLEMENTAL RETIREMENT SAVINGS PLAN
AMENDED AND RESTATED AS OF JUNE 1, 2001
ARTICLE I
Purposes and Effective Date
1.1 The American Electric Power System Supplemental Retirement Savings
Plan is established to provide to eligible employees a tax-deferred savings
opportunity otherwise not available to them under the terms of the American
Electric Power System Retirement Savings Plan because of contribution
restrictions imposed by the Internal Revenue Code.
1.2 The effective date of the American Electric Power System
Supplemental Retirement Savings Plan is January 1, 1994 and the effective
date of the Amended and Restated American Electric Power System Supplemental
Retirement Savings Plan is June 1, 2001.
ARTICLE II
DEFINITIONS
2.1 "Account" means the separate memo account established and
maintained by the Company or the recordkeeper employed by the Company to
record Contributions allocated to a Participant's Account and to record any
related Investment Income on the Fund or Funds selected by the Participant.
2.2 "Applicable Federal Rate" means 120% of the applicable federal
long-term rate, with monthly compounding (as prescribed under Section 1274(d)
of the Code), published for the December immediately prior to the Plan year.
2.3 "Code" means the Internal Revenue Code of 1986, as amended from
time to time.
2.4 "Committee" means the Employee Benefit Trusts Committee as
established by the Board of Directors of American Electric Power Service
Corporation.
2.5 "Compensation" means the sum of a Participant's regular base salary
or wage including any salary or wage reductions made pursuant to sections 125
and 402(e)(3) of the Code and contributions to this Plan and incentive
compensation paid pursuant to the terms of annual incentive compensation
plans up to a maximum of one million dollars, provided that compensation
shall not include non-annual bonuses (such as but not limited to project
bonuses and sign-on bonuses), severance pay, relocation payments, or any
other form of additional compensation that is not considered to be part of
base salary, base wage or annual incentive compensation.
2.6 "Company" means the American Electric Power Service Corporation and
its subsidiaries and affiliates.
2.7 "Company Contributions" means the matching contributions made by
the Company pursuant to section 3.2.
2.8 "Contributions" means, as the context may require, Participant
Contributions and Company contributions.
2.9 "Corporation" means the American Electric Power Company, Inc., a
New York corporation.
2.10 "Eligible Employee" means an employee of the Company whose base
salary or base wage, including salary or wage reductions made pursuant to
section 125 and 402(e)(3) of the Code, equals or exceeds $100,000 immediately
prior to the enrollment period.
2.11 "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended from time to time.
2.12 "Fund" means the investment options made available to participants
in the Savings Plan and includes the Interest Bearing Account.
2.13 "Investment Income" means with respect to Participant
Contributions and Company Contributions the earnings, gains and losses
derived from the investment of such Contributions in a Fund or Funds.
2.14 "Interest Bearing Account" means an investment option to be made
available to Participants in this Plan in which the Contributions invested in
this option are credited with interest at the Applicable Federal Rate.
2.16 "Pay Reduction Agreement" means an agreement between the Company
and the Participant in which the Participant elects to reduce his or her
Compensation for the Plan Year and the Company agrees to treat the amount of
the salary reduction as a Participant Contribution to this Plan.
2.17 "Participant Contributions" means contributions made by the
Participant pursuant to an executed Pay Reduction Agreement subject to the
Participant Contribution limits contained in section 3.1.
2.18 "Plan" means the American Electric Power System Supplemental
Retirement Savings Plan, as in effect from time to time.
2.19 "Plan year" means the calendar year commencing each January 1 and
ending each December 31.
2.20 "Savings Plan" means the American Electric Power System Retirement
Savings Plan, a plan qualified under section 401(a) of the Code, as in effect
from time to time.
ARTICLE III
CONTRIBUTIONS
3.1 A Participant may elect to make Participant Contributions by
executing a Pay Reduction Agreement. All Participant Contributions (i) shall
be made by payroll deductions at the end of each payroll period, (ii) shall
be based upon the Compensation the Participant received during such payroll
period, and (iii) shall commence as soon as practicable after the Participant
completes and delivers to the Committee a Pay Reduction Agreement.
Participant Contributions are to be made in multiples of one (1) whole
percentage of Compensation, not to exceed 20 percent of Compensation for any
payroll period or Plan Year. The maximum Participant Contribution for any
Plan Year shall not exceed the difference between (a) the Participant's
Compensation for the Plan Year times 20 percent and (b) the aggregate amount
of the Participant's Before-Tax and After-Tax contributions to the Savings
Plan.
3.2 Subject to the limitation contained in section 3.3, the Company
shall contribute to the Plan on behalf of each Participant an amount equal to
75% of the amount, not in excess of 6% of a Participant's Compensation,
contributed to the Plan by the Participant.
3.3 The amount of Company Contributions deemed to be contributed to the
Plan on behalf of a Participant in combination with contributions made by the
Company to the Savings Plan on behalf of the Participant, shall, in the
aggregate be equal to the lesser of (a) 75% of the Participant Contributions
made by the Participant to this Plan and the Savings Plan, or (b) 4.5% of the
Participant's Compensation. If the aggregate contributions exceed the lesser
limitation, Company Contributions credited to the Participant's Account shall
be reduced until the aggregate Company Contributions made under both the
Savings Plan and this Plan do not exceed the limitation.
3.4 Except as provided in section 3.5, employees who become eligible
for the Plan during the Plan Year shall become Participants on the first day
of the Plan Year following the next annual enrollment period, provided they
enter into a Pay Reduction Agreement during the enrollment period.
3.5 Employees who were Eligible Employees as of June 1, 2001 shall be
eligible to participate in the Plan as of June 1, 2001 and make Participant
Contributions on Compensation paid on or after June 29, 2001.
ARTICLE IV
INVESTMENT OF CONTRIBUTIONS
4.1 Participant Contributions and Company Contributions shall be
invested in the Funds selected by the Participant. The Participant may
change the selected Funds by notifying the recordkeeper retained by the
Company. Any change in the Funds selected by the Participant shall be
implemented as soon as practicable.
4.2 A Participant may elect to transfer all or a portion of the
Contributions from any Fund or Funds to any other Fund or Funds by giving
notice to the recordkeeper retained by the Company. Transfers between Funds
may be made in any whole percentage or dollar amounts and shall be
implemented as soon as possible.
4.3 The Funds shall be valued daily at their fair market value and each
Participant's Account shall be valued daily at its fair market value. The
fair market value calculation for a Participant's Account shall be made after
all Contributions, withdrawals, distributions, Investment Income and
transfers for the day are recorded.
4.4 The Plan is an unfunded non-qualified deferred compensation plan
and therefore the Contributions credited to a Participant's Account and the
investment of those Contributions in the Fund or Funds selected by the
Participant are memo accounts that represent general, unsecured liabilities
of the Company payable exclusively out of the general assets of the Company.
ARTICLE V
ELECTION, DISTRIBUTIONS AND BENEFICIARIES
5.1 In order for an election to make Participant Contributions to be
effective for any given Plan Year, the Participant must enter into an
irrevocable Pay Reduction Agreement during the annual enrollment period
preceding the Plan Year as to which the election is to take effect. The Pay
Reduction Agreement shall remain in force as to the Plan Year for which it is
delivered and shall carry forward for each subsequent Plan Year until it is
revoked or superseded by a new Pay Reduction Agreement entered into during an
annual enrollment period. No election shall be effective to defer under the
Plan any Compensation which would be otherwise paid to the Participant on or
before the first day of the Plan year for which the Pay Reduction Agreement
is entered into. The Pay Reduction Agreement and any revocation thereof
shall contain such information as may be reasonably required by the Committee
and shall be executed at the time and in the manner prescribed by the
Committee.
5.2 Upon a Participant's termination of employment for any reason other
than death, all amounts which are credited to the Participant's Account shall
be distributed to the Participant in the form of:
(1) a single lump-sum payment when the Participant's employment is
terminated or at the end of the post-termination deferral period
selected by the Participant, or
(2) in approximately equal annual or semi-annual installment payments over
not less than two or more than ten years commencing when the
Participant's employment is terminated or at the end of the
post-termination deferral period selected by the Participant.
A post-termination deferral shall be for a period of at least one year but
not more then five years from the date the Participant's employment is
terminate. The Participant's distribution election shall be made when the
Participant first elects to participate in the Plan. The Participant may
amend or revoke the distribution election at any time prior to the
Participant's termination of employment, but any such amendment or revocation
must be made at least twelve months prior to the initial distribution. If
the Participant does not elect a post-termination deferral, the distribution
of a lump-sum payment or the first installment payment shall be made within
120 days after the Participant's termination of employment. If the
Participant elects a post-termination deferral, the lump-sum payment or the
first installment payment shall be made within 120 days after the end of the
deferral period. If the Participant elects a post-termination deferral or
elects installment payments, the Participant shall be eligible to invest the
undistributed balance in the Participant's Account as provided in section
4.2. A lump sum distribution with no post-termination deferral will be made
for participants who do not make a distribution election.
5.3 Each Participant shall have the right to designate a beneficiary or
beneficiaries who shall receive the balance of the Participant's Account if
the Participant dies prior to the complete distribution of the Participant's
Account. Any designation, or change or rescission thereof, shall be made by
completing and furnishing to the Committee the appropriate beneficiary form
prescribed by the Committee. The last designation of beneficiary received by
the Committee prior to the death of the Participant shall control.
5.4 Upon a Participant's death prior to termination of employment or
prior to the complete distribution of the Participant's Account, all amounts
credited to the Participant's Account shall be distributed to (a) the
Participant's named beneficiary, or (b) if the named beneficiary predeceases
the Participant or if the Participant did not name a beneficiary, to the
Participant's estate. Distributions to the named beneficiary shall be in the
form of (1) a single lump-sum payment or (2) in approximately equal annual or
semi-annual installment payments over not less than two nor more then ten
years as elected by the beneficiary. The beneficiary's distribution election
must be made within 90 days of the Participant's date of death. If an
election is not made, the beneficiary shall receive a lump-sum payment. The
distribution of a lump-sum payment or the first installment payment to a
beneficiary shall be made within 90 days after the beneficiary makes or fails
to make a distribution election. In the event the beneficiary elects
installment payments, the beneficiary shall be eligible to invest the
remaining balance in the Account as provided in section 4.2 as if the
beneficiary is a Participant. In the event a beneficiary receiving
installment payments shall die prior to a complete distribution of the
Account, the remaining balance in the Account shall be paid to the
beneficiary's estate within 120 days after the Committee is notified of
beneficiary's death. The distribution of a lump-sum payment to the
Participant's estate shall be made within 120 days after the Participant's
date of death.
ARTICLE VI
TAXES AND TAX TREATMENT
6.1 Each Participant agrees that as a condition of participation in the
Plan, the Company may withhold all applicable taxes from any distribution
hereunder to the extent that such taxes are then payable.
6.2 The adoption and maintenance of the Plan is conditioned upon (1)
the applicability of section 451(a) of the Code to the Participant's
recognition of gross income as a result of participation herein, (2) the fact
that the Participants will not recognize gross income as a result of
participation in the Plan unless and until and then only to the extent that
distributions are received, (3) the fact that the Company will not receive a
deduction for amount credited to any Account unless and until and then only
to the extent that amounts are actually distributed and (4) the
inapplicability of the provisions of Titles 2, 3, and 4 of ERISA. If the
Internal Revenue Service, Department of Labor or any court of competent
jurisdiction determines or finds as a fact or legal conclusion that any of
the above conditions is untrue and issues an assessment, determination,
opinion or report to such effect, or if in the opinion of counsel to the
Company any one of the above assumptions is incorrect, then the Company shall
have the option to terminate this Plan as provided in section 8.1.
ARTICLE VII
Administration
7.1 The Committee shall (i) administer and interpret the terms and
conditions of the Plan, (ii) establish reasonable procedures with which
Participants must comply to exercise any right established hereunder, and
(iii) be permitted to delegate its responsibilities or duties hereunder to
any person or entity. The rights and duties of the Participants and all
other persons and entities claiming an interest under the Plan are subject
to, and governed by, such acts of administration, interpretation, procedure
and delegation.
7.2 The Committee may employ agents, attorneys, accountants, or other
persons and allocate or delegate to them powers, rights, and duties all as
the Committee may consider necessary or advisable to properly carry out the
administration of the Plan.
7.3 The Company shall maintain, or cause to be maintained, records
showing the individual credit balances of each Participant's Account. Each
Participant shall be furnished with quarterly statements setting forth the
value of the total credits to the Participant's Account.
ARTICLE VIII
Amendment or Termination
8.1 The Company intends to continue the Plan indefinitely but reserves
the right to modify the Plan from time to time, or to terminate the Plan
entirely or to direct the permanent discontinuance or temporary suspension of
Contributions under the Plan; provided that no such modification,
termination, discontinuance or suspension shall affect or otherwise deprive a
Participant or beneficiary of any distributions to which they may be entitled
under the Plan.
ARTICLE IX
Miscellaneous
9.1 Nothing in the Plan shall interfere with or limit in any way the
right of the Company to terminate any Participant's employment at any time,
nor confer upon a Participant any right to continue in the employ of the
Company.
9.2 In the event the Committee shall find that a Participant or
beneficiary is unable to care for his or her affairs because of illness or
accident, the Committee may direct that any payment due the Participant or
the beneficiary be paid to the duly appointed legal representative of the
Participant or beneficiary, and any such payment so made shall be a complete
discharge of the liabilities of the Plan and the Company.
9.3 The Plan shall be construed and administered according to the laws
of the State of Ohio.
ARTICLE X
Change In Control
10.1 Notwithstanding any provisions of the Plan to the contrary, if a
Change in Control, as defined in Section 10.2, of the Corporation occurs, all
benefits accrued as of the date of the Change in Control shall be fully
vested and non-forfeitable.
10.2 A "Change in Control" of the Corporation shall be deemed to have
occurred if (i) any "person" or "group" (as such terms are used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934 ("Exchange Act")),
other than any company owned, directly or indirectly, by the shareholders of
the Corporation in substantially the same proportions as their ownership of
stock of the Corporation or a trustee or other fiduciary holding securities
under an employee benefit plan of the Corporation, becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of more than 25 percent of the then outstanding voting stock of
the Corporation, (ii) during any period of two consecutive years, individuals
who at the beginning of such period constitute the Board, together with any
new Directors (other than a director nominated by a person (x) who has
entered into an agreement with the Corporation to effect a transaction
described in Section 10.2(i), (iii) or (iv) who publicly announces an
intention to take or to consider taking actions (including, but not limited
to, an actual or threatened proxy contest) which if consummated would
constitute a Change In Control) whose election or nomination for election was
approved by a vote of at least two-thirds of the Directors then still in
office who were either Directors at the beginning of the period or whose
election or nomination for election was previously so approved, cease for any
reason to constitute at least a majority of the Board; or (iii) the
consummation of a merger or consolidation of the Corporation with any other
entity, other than a merger or consolidation which would result in the voting
securities of the Corporation outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) at least 50 percent
of the total voting power represented by the voting securities of the
Corporation or such surviving entity outstanding immediately after such
merger or consolidation; or (iv) the shareholders of the Corporation approve
a plan of complete liquidation of the Corporation, or an agreement for the
sale or disposition by the Corporation (in one transaction or a series of
transactions) of all or substantially all of the Corporation's assets.
For purposes of this Section 10.2, "Board" shall mean the Board of Directors
of the Corporation, and "Director" shall mean an individual who is a member
of the Board
ARTICLE XI
Claims Procedure
11.1 If a Participant makes a written request alleging a right to
receive benefits under the Plan or alleging a right to receive an adjustment
in benefits being paid under the Plan, the Committee shall treat it as a
claim for benefits. All claims for benefits under the Plan shall be sent to
the Committee and must be received within 75 days after the Participant's
termination of employment. If the Committee determines that any Participant
who has claimed a right to receive benefits, or different benefits, under the
Plan is not entitled to receive all or any part of the benefits claimed, it
will inform the claimant in writing of its determination and the reasons
therefor in terms calculated to be understood by the claimant. The notice
will be sent within 90 days of the claim unless the Committee determines
additional time, not exceeding 90 days, is needed. The notice shall make
specific reference to the pertinent Plan provisions on which the denial is
based, and describe any additional material or information, if any, necessary
for the claimant to perfect the claim and the reason any such addition
material or information is necessary. Such notice shall, in addition, inform
the claimant what procedure the claimant should follow to take advantage of
the review procedures set forth below in the event the claimant desires to
contest the denial of the claim. The claimant may within 90 days thereafter
submit in writing to the Committee a notice that the claimant contests the
denial of the claim by the Committee and desires a further review. The
Committee shall within 60 days thereafter review the claim and authorize the
claimant to appear personally and review pertinent documents and submit
issues and comments relating to the claim to the persons responsible for
making the determination on behalf of the Committee. The Committee will
render its final decision with specific reasons therefore in writing and will
transmit it to the claimant within 60 days of the written request for review,
unless the Committee determines additional time, not exceeding 60 days, is
needed, and so notifies the claimant. If the Committee fails to respond to a
claim filed in accordance with the foregoing within 90 days or any such
extended period, the Committee shall be deemed to have denied the claim.
EXHIBIT 5
June 4, 2001
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 $80,000,000 of deferred compensation obligations (the
"Obligations"), which will represent unsecured obligations of the Company
issued under the American Electric Power System Supplemental Retirement
Savings 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 upon and subject to the foregoing, I am of the opinion that when
issued by the Company in the manner provided in the Plan, the Obligations
will be valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms, except as enforcement thereof may be
limited by bankruptcy, insolvency or other laws of general applicability
relating to or affecting enforcement of creditors' rights or by general
principles of equity.
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
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of American Electric Power Company, Inc. of our report
dated February 26, 2001 (which expresses an unqualified opinion and includes
an explanatory paragraph referring to the restatement of the 1999 and 1998
financial statements to give retroactive effect to the conforming change in
the method of accounting for vacation pay accruals) incorporated by reference
in the Annual Report on Form 10-K of American Electric Power Company, Inc.
for the year ended December 31, 2000; our report dated February 26, 2001
appearing in the Annual Report on Form 10-K of American Electric Power
Company, Inc. for the year ended December 31, 2000; and to the reference to
us under the heading "Experts" in the Prospectus, which is part of the
Registration Statement.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Columbus, Ohio
June 4, 2001
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
As independent public accountants, we hereby consent to the
incorporation by reference in this Form S-8 of our report dated February 25,
2000 on the financial statements of Central and South West Corporation for
the fiscal year ended December 31, 1999, included and incorporated by
reference in American Electric Power Company, Inc.'s Form 10-K for the year
ended December 31, 2000, and to all references to our firm in this Form S-8.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Dallas, Texas
June 4, 2001
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement of American Electric Power Company, Inc. on Form S-8 of our report
(not included therein) dated 18 January 1999, with respect to the
consolidated balance sheet of CSW UK Finance Company as of 31 December 1998
and the related consolidated statements of earnings and cash flows for the
year then ended, and our report (not included therein) dated 17 January 2000
with respect to the consolidated balance sheet of CSW UK Holdings as of 31,
December 1999 and the related consolidated statements of earnings and cash
flows for the year then ended which reports appear in the 2000 Annual Report
of American Electric Power Company, Inc. and are incorporated by reference in
Form 10-K of American Electric Power Company, Inc. for the year ended 31
December 2000 and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
/s/ KPMG Audit Plc
Chartered Accountants
Registered Auditor
London, England
June 4, 2001