Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
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Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of the Registration Statement.
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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. [ ]
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CALCULATION OF REGISTRATION FEE
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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
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Senior
Notes $50,000,000 100% $50,000,000 $ 4,045
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*Estimated solely for purposes of calculating the registration fee.
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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