[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