[Federal Register Volume 65, Number 54 (Monday, March 20, 2000)]
[Notices]
[Pages 15023-15024]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 00-6753]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-27151]


Filings Under the Public Utility Holding Company Act of 1935, as 
Amended (``Act'')

March 13, 2000.
    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 under the Act. 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 amendment (s) is/are available for public 
inspection through the Commission's Branch 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, 2000, to the Secretary, Securities and Exchange 
Commission, Washington, DC 20549-0609, 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 the case of an attorney at law, 
by certificate) should be filed with the request. Any request for 
hearing should identify specifically the issues of facts 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 April 4, 2000, 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. (70-9623)

Notice of Proposal To Issue Common Stock and Other Securities Under 
Long-Term Incentive Plan; Order Authorizing Proxy Solicitation

    American Electric Power Company, Inc. (``AED''), a registered 
holding company, 1 Riverside Plaza, Columbus, Ohio 43215, has filed an 
application-declaration with this Commission under sections 6(a), 7, 
9(a), 10, 12(c) and 12(e) of the Act and rules 42, 54, 62 and 65 under 
the Act.
    On January 26, 2000, AEP's Board of Directors adopted a new 
incentive compensation plan for employees and non-employee Directors 
(``2000 Plan''). AEP requests authority to issue and distribute 
securities under the 2000 Plan, including up to 9.5 million shares of 
common stock with par value of $6.50 per share.
    The common shares will be made available from authorized but 
unissued shares and/or shares reacquired by AEP. The other securities 
include stop options, stock appreciation rights, and other securities 
whose value is related to the value of AEP common shares.
    The 2000 Plan will be administered by the Human Resources Committee 
(``Committee'') of AEP's board of directors (``Board''). The 2000 Plan 
has no fixed expiration date, except that, for purposes of awarding 
incentive stock options, the 2000 Plan will expire ten years from the 
date it is adopted by the Board.
    The purpose of the 2000 Plan is to promote the interest of AEP and 
its shareholders by strengthening AEP's ability to attract, motivate 
and retain employees and directors, to align further the interests of 
AEP's management with the shareholders, and to provide an additional 
incentive for employees and directors to promote the financial success 
and growth of AEP.
    The affirmative vote of holders of a majority of shares of common 
stock outstanding on March 7, 2000, is required to authorize approval 
of the 2000 Plan. AEP intends to submit the proposal to its 
shareholders for their approval at the annual meeting of shareholders 
to be held on April 26,

[[Page 15024]]

2000. AEP proposes to solicit proxies for this purpose from the holders 
of its outstanding common stock to be voted on at the meeting.
    AEP requests that an order authorizing the solicitation of proxies 
be issued as soon as practicable under rule 62(d). It appears to the 
Commission that AEP's declaration regarding the proposed solicitation 
of proxies should be permitted to become effective immediately under 
rule 62.
    It is ordered that the declaration regarding the proposed 
solicitation of proxies be permitted to become effective immediately 
under rule 62 and subject to the terms and conditions prescribed in 
rule 24 under the Act.


    For the Commission, by the Office of Public Utility Regulation, 
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 00-6753 Filed 3-17-00; 8:45 am]
BILLING CODE 8010-01-M