8-A12B 1 im8a.txt I&M 8-A RE SERIES D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 INDIANA MICHIGAN POWER COMPANY (Exact name of registrant as specified in its charter) Indiana 35-0410455 (State of incorporation (I.R.S. Employer or organization) Identification Number) 1 Riverside Plaza, Columbus, Ohio 43215 (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange to be so registered: on which each class Senior Notes, is to be registered: Series D, due 2032 New York Stock Exchange If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [X] If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [ ] Securities Act registration statement file number to which this form relates: 333-58656 Securities to be registered pursuant to Section 12(g) of the Act: None (Title of Class) Item. 1. Description of Securities to be Registered. The description of securities under the heading "SUPPLEMENTAL DESCRIPTION OF THE SENIOR NOTES" in the Registrant's Prospectus relating to the Registrant's 6% Senior Notes, Series D, due 2032, filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, is hereby incorporated by reference in said Registration Statement No. 333-58656. Item 2. Exhibits. 1. Registration Statement on Form S-3, filed by Registrant (Registration Statement No. 333-58656) (incorporated herein by reference). 2. Indenture, dated as of October 1, 1998, between Registrant and The Bank of New York, as Trustee, as previously supplemented and as further supplemented by a Company Order and Officers' Certificate, dated as of November 22, 2002, relating to the 6% Senior Notes, Series D, due 2032, is incorporated by reference from Registrant's Form S-3 Registration Statement No. 333-58656 filed with the Securities and Exchange Commission and effective on July 2, 2001 (Registration Statement No. 333-58656, Exhibits 4(a), 4(b) and 4(c)) and Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2001, File No. 1-3570, Exhibit 4(c)). Exhibits heretofore filed with the Securities and Exchange Commission and designated as set forth above are hereby incorporated herein by reference and made a part hereof with the same effect as if filed herewith. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized. INDIANA MICHIGAN POWER COMPANY Date: November 22, 2002 (Registrant) By:_/s/ A. A. Pena____________ A. A. Pena Vice President