[Federal Register Volume 59, Number 51 (Wednesday, March 16, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-6114]
[[Page Unknown]]
[Federal Register: March 16, 1994]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-25999]
Filings Under the Public Utility Holding Company Act of 1935
(``Act'')
March 9, 1994.
Notice is hereby given that the following filing(s) has/have been
made with the Commission pursuant to provisions of the Act and rules
promulgated thereunder. All interested persons are referred to the
application(s) and/or declaration(s) for complete statements of the
proposed transaction(s) summarized below. The application(s) and/or
declaration(s) and any amendments thereto is/are available for public
inspection through the Commission's Office of Public Reference.
Interested persons wishing to comment or request a hearing on the
application(s) and/or declaration(s) should submit their views in
writing by April 4, 1994 to the Secretary, Securities and Exchange
Commission, Washington, DC 20549, and serve a copy on the relevant
applicant(s) and/or declarant(s) at the address(es) specified below.
Proof of service (by affidavit or, in case of an attorney at law, by
certificate) should be filed with the request. Any request for hearing
shall identify specifically the issues of fact or law that are
disputed. A person who so requests will be notified of any hearing, if
ordered, and will receive a copy of any notice or order issued in the
matter. After said date, the application(s) and/or declaration(s), as
filed or as amended, may be granted and/or permitted to become
effective.
American Electric Power Company, Inc. (70-8361)
Notice of Proposal to Issue, Sell and Acquire Common Stock in
Connection with Dividend Reinvestment and Stock Purchase Plan and
Proposed Performance Share Incentive Plan; Exception from
Competitive Bidding; Order Authorizing Proxy Solicitation
American Electric Power Company, Inc. (``AEP''), 1 Riverside Plaza,
Columbus, Ohio 43215, a registered holding company, has filed an
application-declaration under Sections 6(a), 7, 9(a), 10, 12(c) and
12(e) of the Act and Rules 42, 50(a)(5), 62 and 65 under the Act.
Pursuant to orders dated March 21, 1977 (HCAR No. 19949) and April
19, 1977 (HCAR No. 19992), AEP's shareholders approved a Dividend
Reinvestment and Stock Purchase Plan (``Dividend Reinvestment Plan'')
at the 1977 Annual Meeting of Shareholders to provide that participants
could purchase new shares of AEP common stock (``Common Stock'') under
the Dividend Reinvestment Plan with optional cash payments not more
frequently than once in each calendar month at the current market price
average on each investment date as provided in the Dividend
Reinvestment Plan, subject to a limit of $3,000 (or such other amount
not greater than $5,000 as the Board of Directors should approve) per
participant per quarter. By subsequent order dated March 29, 1979 (HCAR
No. 20979) AEP's Board of Directors was authorized to adopt a
resolution on September 26, 1978, that increased the Dividend
Reinvestment Plan's quarterly limitation on optional cash payments from
$3,000 to $5,000.
Finally, pursuant to a series of orders, the last dated December 1,
1993 (HCAR No. 25936) (``1993 Order''), AEP was authorized to issue and
sell, from time-to-time through December 31, 1996, up to 44 million
shares of Common Stock, $6.50 par value, pursuant to the Dividend
Reinvestment Plan. Through December 31, 1993, a total of 40,938,533
shares had been issued and sold, leaving a balance of 3,061,467 shares
currently available for issuance and sale.
AEP now proposes to issue and sell, through December 31, 1996,
shares of its authorized and unissued Common Stock, $6.50 par value, as
provided in the 1993 Order, to the agent for the participants in its
Dividend Reinvestment Plan, without limitations on, among other things,
the maximum dollar amount of optional cash payments which may be made
by participants in the Dividend Reinvestment Plan to purchase such
shares of Common Stock, except as may be imposed by the proper AEP
System officers as part of the terms of the Dividend Reinvestment Plan.
AEP also requests authority to distribute up to one million shares
of Common Stock, to be acquired on the open market, to implement the
AEP Performance Share Incentive Plan (``PSI Plan''). The PSI Plan
provides that senior officers of AEP System companies will be eligible
to receive awards of Common Stock and/or cash based on the achievement
of financial objectives over a performance period. A committee
designated by AEP's Board of Directors will determine whether payments
of awards are made in shares of Common Stock and/or in cash. Initially,
50% of the payment will be made in Common Stock and 50% in cash.
AEP anticipates that the PSI Plan will be fully funded by income
provided from operating activities and that external borrowing will not
be used to meet the requirements of the PSI Plan. The costs of the PSI
Plan awards will be paid directly by the AEP System company that pays
each participant's base salary during the performance period. AEP plans
to make open market purchases to meet the requirements of the PSI Plan
because of the relatively small size of the stock purchases and the
negligible impact the market purchases of Common Stock will have on
AEP's trading volume, price per share, and capital structure.
The affirmative vote of holders of a majority of the shares of
Common Stock outstanding on March 9, 1994 is required to authorize: (1)
AEP to issue Common Stock to the Dividend Reinvestment Plan without
limitations on the maximum dollar amount of optional cash purchases of
Common Stock by participants; and (2) the PSI Plan. AEP intends to
submit the proposals to its shareholders for their approval at the
annual meeting of shareholders to be held on April 27, 1994. In
connection therewith, AEP proposes to solicit proxies from the holders
of its outstanding Common Stock to be voted at the meeting. AEP further
requests that the effectiveness of its declaration with respect to the
solicitation be accelerated as provided in Rule 62(d).
It appearing to the Commission that AEP's declaration regarding the
proposed solicitation of proxies should be permitted to become
effective forthwith pursuant to Rule 62:
It is ordered, That the declaration regarding the proposed
solicitation of proxies be, and it hereby is, permitted to become
effective forthwith pursuant to Rule 62 and subject to the terms and
conditions prescribed in Rule 24 under the Act.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 94-6114 Filed 3-15-94; 8:45 am]
BILLING CODE 8010-01-M