-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E6U2u8XS4w1NmQexPwsXLd7PaFuWkVCCTZpzsQj0ZYTkUBfzoBJhKBGwQXkE7foo Lme2/9JtVRNZUWJ+sqZGEw== 0000004904-03-000197.txt : 20030515 0000004904-03-000197.hdr.sgml : 20030515 20030515091117 ACCESSION NUMBER: 0000004904-03-000197 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 4 333-58540 FILED AS OF DATE: 20030515 EFFECTIVENESS DATE: 20030515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN ELECTRIC POWER CO INC CENTRAL INDEX KEY: 0000004904 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 134922640 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-105243 FILM NUMBER: 03701170 BUSINESS ADDRESS: STREET 1: 1 RIVERSIDE PLZ CITY: COLUMBUS STATE: OH ZIP: 43215 BUSINESS PHONE: 6142231000 FORMER COMPANY: FORMER CONFORMED NAME: KINGSPORT UTILITIES INC DATE OF NAME CHANGE: 19660906 S-3MEF 1 aeps-3.txt AEP 462B S-3 Registration No. 333-______ - ------------------------------------------------------------------------ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 American Electric Power Company, Inc. (Exact name of registrant as specified in its charter) New York 13-4922640 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 1 Riverside Plaza Columbus, Ohio 43215 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (614) 716-1000 GEOFFREY S. CHATAS, Treasurer JEFFREY D. CROSS, Senior Vice President and General Counsel AMERICAN ELECTRIC POWER SERVICE CORPORATION 1 Riverside Plaza Columbus, Ohio 43215 (614) 716-1580 (Names, addresses and telephone numbers, including area code, of agents for service) It is respectfully requested that the Commission send copies of all notices, orders and communications to: Simpson Thacher & Bartlett Dewey Ballantine LLP 425 Lexington Avenue 1301 Avenue of the Americas New York, NY 10017-3909 New York, NY 10019-6092 Attention: James M. Cotter Attention: E. N. Ellis, IV -------------------- Approximate date of commencement of proposed sale to the public: From time to time after the effective date of the Registration Statement. -------------------- If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. [x] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [x] 333-58540 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] -------------------- CALCULATION OF REGISTRATION FEE - ---------------------------------------------------------------------- Title of Each Class Proposed Proposed Of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Offering Registration Registered Registered Per Unit* Price* Fee - ---------------------------------------------------------------------- - ---------------------------------------------------------------------- Senior Notes $50,000,000 100% $50,000,000 $ 4,045 - ---------------------------------------------------------------------- *Estimated solely for purposes of calculating the registration fee. -------------------- INCORPORATION OF CERTAIN INFORMATION BY REFERENCE This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form S-3 (Reg. No. 333-58540) filed by American Electric Power Company, Inc. with the Securities and Exchange Commission (the "Commission") including the exhibits thereto, and declared effective by the Commission on April 19, 2001 is incorporated by reference into this Registration Statement. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Columbus and State of Ohio, on the 15th day of May, 2003. AMERICAN ELECTRIC POWER COMPANY, INC. E. Linn Draper, Jr.* Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date (i) Principal Executive Officer Chairman of the Board and Chief Executive E. Linn Draper, Jr.* Officer May 15, 2003 (ii) Principal Financial Officer: Vice President, Secretary _/s/ Susan Tomasky____ and Chief Financial Officer May 15, 2003 Susan Tomasky (iii) Principal Accounting Officer: _/s/ J. M. Buonaiuto__ Controller May 15, 2003 J. M. Buonaiuto (iv) A Majority of the Directors: *E. R. Brooks *Lester A. Hudson, Jr. *Donald M. Carlton *Leonard J. Kujawa *John P. DesBarres *Richard L. Sandor *E. Linn Draper, Jr. *Thomas V. Shockley, III *Robert W. Fri *Donald G. Smith *William R. Howell *Linda Gillespie Stuntz May 15, 2003 *By_/s/ Susan Tomasky_ (Susan Tomasky, Attorney-in-Fact) EXHIBIT INDEX The following exhibits are filed herewith. Exhibit No. Description * 5 Opinion of Simpson Thacher & Bartlett *23(a) Consent of Deloitte & Touche LLP 23(b) Consent of Simpson Thacher & Bartlett (included in Exhibit 5) *24 Powers of Attorney and resolutions of the Board of Directors of the Company * Filed herewith EX-5 3 exh5.txt STB OPN Exhibit 5 May 14, 2003 American Electric Power Company, Inc. 1 Riverside Plaza Columbus, Ohio 43215 Ladies and Gentlemen: We have acted as counsel to American Electric Power Company, Inc., a New York corporation (the "Company"), in connection with the Registration Statement on Form S-3 (the "Registration Statement") filed by the Company with the Securities and Exchange Commission (the "Commission") pursuant to Rule 462(b) under the Securities Act of 1933, as amended, with respect to the additional registration of its Unsecured Notes (the "Securities") such Securities being of the same class as included in the earlier Registration Statement on Form S-3 (No. 333-58540). The Securities will be issued under an indenture (the "Indenture") between the Company and The Bank of New York, as Trustee. We have examined the Registration Statement and the Indenture which has been filed with the Commission as an exhibit to the Registration Statement. We also have examined the originals, or duplicates or certified or conformed copies, of such records, agreements, instruments and other documents and have made such other and further investigations as we have deemed relevant and necessary in connection with the opinions expressed herein. As to questions of fact material to this opinion, we have relied upon certificates of public officials and of officers and representatives of the Company. In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, and the authenticity of the originals of such latter documents. We also have assumed that the Indenture is the valid and legally binding obligation of the Trustee enforceable against the Trustee in accordance with its terms. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion that assuming (a) the taking of all necessary corporate action to approve the issuance and terms of the Securities, the terms of the offering thereof and related matters by the Board of Directors of the Company, a duly constituted and acting committee of such Board or duly authorized officers of the Company (such Board of Directors, committee or authorized officers being hereinafter referred to as the "Board") and (b) the due execution, authentication, issuance and delivery of the Securities, upon payment of the consideration therefore provided for in the applicable definitive purchase, underwriting or similar agreement approved by the Board and otherwise in accordance with the provisions of the Indenture and such agreement, the Securities will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms. Our opinions set forth above are subject to the effects of (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. We are members of the Bar of the State of New York, and we do not express any opinion herein concerning any law other than the law of the State of New York and the Federal law of the United States. We hereby consent to the filing of this opinion letter as Exhibit 5 to the Registration Statement and to the use of our name under the caption "Legal Opinions" in the Prospectus included in the Registration Statement. Very truly yours, /s/ Simpson Thacher & Bartlett SIMPSON THACHER & BARTLETT EX-23 4 exh23.txt D&T CONSENT Exhibit 23(a) INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of American Electric Power Company, Inc. on Form S-3 of our reports dated February 21, 2003 (May 14, 2003 as to Notes 3, 16 and 30), appearing in and incorporated by reference in the Annual Report on Form 10-K/A of American Electric Power Company, Inc. and subsidiaries for the year ended December 31, 2002 (which expresses an unqualified opinion and includes explanatory paragraphs referring to the adoption of SFAS 142 "Goodwill and Other Intangible Assets", to certain impairments of goodwill, long-lived assets and other investments in the fourth quarter of 2002), and to the realignment of segments for financial reporting purposes) as updated by the Company's Current Report on Form 8-K dated May 14, 2003, and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement. Deloitte & Touche LLP Columbus, Ohio May 14, 2003 EX-24 5 exh24.txt RESOS AND POA Exhibit 24 AMERICAN ELECTRIC POWER COMPANY, INC. I, Thomas G. Berkemeyer, Assistant Secretary of AMERICAN ELECTRIC POWER COMPANY, INC., HEREBY CERTIFY that the following constitutes a true and exact copy of the resolutions duly adopted by the affirmative vote of a majority of the Board of Directors of said Company at a meeting of said Board duly and legally held on April 23, 2003, at which meeting a quorum of the Board of Directors of said Company was present and voting throughout. I further certify that said resolutions have not been altered, amended or rescinded, and that they are presently in full force and effect. GIVEN under my hand this ____ day May, 2003. _/s/ Thomas G. Berkemeyer_ Assistant Secretary AMERICAN ELECTRIC POWER COMPANY, INC. April 23, 2003 The Chairman stated that, in connection with the contemplated filing with the SEC of one or more post-effective Registration Statements ("Amended Registration Statement(s)"), including Amended Registration Statement(s) pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Securities Act") to amend Registration Statement No. 333-58540 of the Company relating to the proposed issuance and sale of up to $1,500,000,000 of unsecured notes ("Securities"), there was to be filed with the SEC a Power of Attorney, dated April 23, 2003, executed by the officers and directors of this Company appointing true and lawful attorneys to act in connection with the filing of such Amended Registration Statement(s) and any and all amendments thereto. The purpose of any such Amended Registration Statement(s) may include the increase by $50,000,000 the amount of Securities registered under the Securities Act pursuant to Registration Statement No. 333-58540 of the Company (such additional Securities shall constitute Securities for all purposes). Thereupon, on motion duly made and seconded, the following preambles and resolutions were unanimously adopted: WHEREAS, the Company proposes to file with the SEC one or more post-effective Amended Registration Statement(s), including Amended Registration Statement(s) pursuant to Rule 462(b) of the Securities Act for the registration pursuant to the applicable provisions of the Securities Act of up to $50,000,000 aggregate additional amount of Securities relating to Registration Statement No. 333-58540 of the Company; and WHEREAS, in connection with said Amended Registration Statement(s), there is to be filed with the SEC a Power of Attorney, dated April 23, 2003, executed by certain of the officers and directors of this Company appointing E. Linn Draper, Jr., Susan Tomasky, Armando A. Pena and Geoffrey S. Chatas, or any one of them, their true and lawful attorneys, with the powers and authority set forth in said Power of Attorney; NOW, THEREFORE, BE IT RESOLVED, that each and every one of said officers and directors be, and they hereby are, authorized to execute said Power of Attorney; and further RESOLVED, that any and all action hereafter taken by any of said named attorneys under said Power of Attorney be, and the same hereby is, ratified and confirmed and that said attorneys shall have all the powers conferred upon them and each of them by said Power of Attorney; and further RESOLVED, that said Amended Registration Statement(s) and any amendments thereto, hereafter executed by any of said attorneys under said Power of Attorney be, and the same hereby are, ratified and confirmed as legally binding upon this Company to the same extent as if the same were executed by each said officer and director of this Company personally and not by any of said attorneys. AMERICAN ELECTRIC POWER COMPANY, INC. POWER OF ATTORNEY Each of the undersigned directors or officers of AMERICAN ELECTRIC POWER COMPANY, INC., a New York corporation, which is to file with the Securities and Exchange Commission, Washington, D.C. 20549, under the provisions of the Securities Act of 1933, as amended, one or more post-effective Registration Statements (Amended Registration Statement(s)), including Amended Registration Statement(s), pursuant to Rule 462(b) to amend Registration Statement No. 333-58540, including the registration thereunder of up to an additional $50,000,000 aggregate amount of its unsecured notes, does hereby appoint E. LINN DRAPER, JR., SUSAN TOMASKY, ARMANDO A. PENA and GEOFFREY S. CHATAS his or her true and lawful attorneys, and each of them his or her true and lawful attorney, with power to act without the others, and with full power of substitution or resubstitution, to execute for him or her and in his or her name said Amended Registration Statement(s) and any and all amendments thereto, whether said amendments add to, delete from or otherwise alter the Amended Registration Statement(s) or the related Prospectus included therein, or add or withdraw any exhibits or schedules to be filed therewith and any and all instruments necessary or incidental in connection therewith, hereby granting unto said attorneys and each of them full power and authority to do and perform in the name and on behalf of each of the undersigned, and in any and all capacities, every act and thing whatsoever required or necessary to be done in and about the premises, as fully and to all intents and purposes as each of the undersigned might or could do in person, hereby ratifying and approving the acts of said attorneys and each of them. IN WITNESS WHEREOF, the undersigned have signed these presents this 23rd day of April, 2003. _/s/ E. R. Brooks________ _/s/ Leonard J. Kujawa___ E. R. Brooks Leonard J. Kujawa _/s/ Donald M. Carlton___ _/s/ Richard L. Sandor___ Donald M. Carlton Richard L. Sandor _/s/ John P. DesBarres___ _/s/ Thomas V. Shockley, III John P. DesBarres Thomas V. Shockley, III _/s/ E. Linn Draper, Jr._ _/s/ Donald G. Smith_____ E. Linn Draper, Jr. Donald G. Smith _/s/ Robert W. Fri_______ _/s/ Linda Gillespie Stuntz Robert W. Fri Linda Gillespie Stuntz _/s/ William R. Howell___ _________________________ William R. Howell Kathryn D. Sullivan _/s/ Lester A. Hudson, Jr. Lester A. Hudson, Jr. -----END PRIVACY-ENHANCED MESSAGE-----