New York (State or other jurisdiction of incorporation or organization) | 13-4922640 (I.R.S. Employer Identification No.) |
Large accelerated filer [X] | Accelerated filer [ ] | |
Non-accelerated filer [ ] (Do not check if a smaller reporting company) | Smaller reporting company [ ] |
Title of securities to be registered(1) | Amount to be registered (2) | Proposed maximum offering p[rice per share (3) | Proposed maximum aggregate offering Price (3) | Amount of Registration Fee (3) |
Common Stock, $6.50 par value per share | 10,000,000 shares | $55.98 | $559,800,000 | $65,049 |
(1) | In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement also covers an indeterminate number of shares as may be issued as a result of the adjustment provisions of the Plan. |
(2) | If, as a result of stock splits, stock dividends or similar transactions, the number of securities purported to be registered on this Registration Statement changes, the provisions of Rule 416 under the Securities Act of 1933, as amended, shall apply to this Registration Statement, and this Registration Statement shall be deemed to cover the additional securities resulting from the split of, or the dividend or, the securities covered by this Registration Statement. |
(3) | Pursuant to Rule 457(h) under the Securities Act, the proposed maximum offering price per share, the proposed maximum aggregate offering price and the amount of registration fee have been computed on the basis of the average of the high and low sale prices of the Common Stock on May 28, 2015 as reported on the New York Stock Exchange. |
Item 1. | Plan Information. |
(i) | Annual Report on Form 10-K of AEP for the fiscal year ended December 31, 2014; | |
(ii) | Quarterly Report on Form 10-Q of AEP for the fiscal quarter ended March 31, 2015; | |
(iii) | Current Reports on Form 8-K of AEP filed on March 3, 2015, January 28, 2015 and January 8, 2015; and | |
(iv) | The description of AEP’s Common Stock, par value $6.50 per share (“Common Stock”), set forth in AEP’s Registration Statement on Form S-3 (Registration No. 333-200956), filed on December 15, 2014, pursuant to Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”), and any amendment or report filed for the purpose of updating such description. |
Item 4. | Description of Securities. |
Item 5. | Interests of Named Experts and Counsel. |
Item 6. | Indemnification of Directors and Officers. |
Item 7. | Exemption From Registration Claimed. |
Item 8. | Exhibits. |
Exhibit Number | Description |
3.1 | Composite of the Restated Certificate of Incorporation of AEP (incorporated by reference to Exhibit (3)(a) to AEP’s Report on Form 10-K for the year ended December 31, 1998) |
3.2 | Certificate of Amendment to Restated Certificate of Incorporation of AEP (incorporated by reference to Exhibit 3.1 to AEP’s Report on Form 8-K dated April 21, 2015 |
3.3 | Composite of the By-laws of AEP, as amended as of September 25, 2012 (incorporated by reference to Exhibit 3.1 to AEP’s Report on Form 8-K dated September 26, 2012) |
4 | American Electric Power System 2015 Long-Term Incentive Plan (incorporated by reference to Exhibit 10 to AEP’s Report on Form 10-Q for the period ended March 31, 2015) |
5 | Opinion of Thomas G. Berkemeyer, Esq., Associate General Counsel of American Electric Power Service Corporation, a wholly owned subsidiary of AEP, as to the legality of the securities being registered. |
23.1 | Consent of Deloitte & Touche LLP |
23.2 | Consent of Thomas G. Berkemeyer, Esq., Associate General Counsel of American Electric Power Service Corporation, a wholly owned subsidiary of AEP (included in Exhibit 5) |
24 | Power of Attorney and Resolutions of AEP |
Item 9. | Undertakings. | |||
(a) | The undersigned registrant hereby undertakes: | |||
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: | |||
(i) | to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; | |||
(ii) | to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and | |||
(iii) | to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; | |||
provided, however, that paragraphs (a)(1) (i), (ii) and (iii) do not apply if the information | ||||
required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement. | ||||
(2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. | |||
(3) | To remove from registration by means of post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. | |||
(b) | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. | |||
(c) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. | |||
AMERICAN ELECTRIC POWER COMPANY, INC. | |
Nicholas K. Akins* | |
Chairman of the Board, President and Chief Executive Officer |
Signature | Title | Date | |
(i) Principal Executive Officer: | |||
Nicholas K. Akins* | Chairman of the Board, President and Chief Executive Officer | May 29, 2015 | |
(ii) Principal Financial Officer: | |||
/s/ Brian X. Tierney | Executive Vice President And Chief Financial Officer | May 29, 2015 | |
Brian X. Tierney | |||
(iii) Principal Accounting Officer: | |||
/s/ Joseph M. Buonaiuto | Senior Vice President, Controller and Chief Accounting Officer | May 29, 2015 | |
Joseph M. Buonaiuto | |||
(iv) A Majority of the Directors: | |||
Nicholas K. Akins * | |||
David J. Anderson* | |||
J. Barnie Beasley, Jr. | |||
Ralph D. Crosby, Jr.* | |||
Linda A. Goodspeed* | |||
Thomas E. Hoaglin* | |||
Sandra Beach Lin* | |||
Richard C. Notebaert* | |||
Lionel L. Nowell, III* | |||
Stephen S. Rasmussen | |||
Oliver G. Richard, III* | |||
Sara Martinez Tucker* | |||
* By: /s/ Brian X. Tierney | May 29, 2015 | ||
(Brian X. Tierney, Attorney-in-Fact) | |||
Exhibit Index | |||
Certain of the following exhibits, designated with an asterisk (*), have heretofore been filed with the Commission and, pursuant to 17 C.F.R. Sections 201.24 and 230.411, are incorporated herein by reference to the documents indicated following the descriptions of such exhibits. | |||
Exhibit Number | Description | ||
*3.1 | Composite of the Restated Certificate of Incorporation of AEP (incorporated by reference to Exhibit (3)(a) to AEP’s Report on Form 10-K for the year ended December 31, 1998) | ||
*3.2 | Certificate of Amendment to Restated Certificate of Incorporation of AEP (incorporated by reference to Exhibit 3.1 to AEP’s Report on Form 8-K dated April 21, 2015 | ||
*3.3 | Composite of the By-laws of AEP, as amended as of September 25, 2012 (incorporated by reference to Exhibit 3.1 to AEP’s Report on Form 8-K dated September 26, 2012) | ||
*4 | American Electric Power System 2015 Long-Term Incentive Plan (incorporated by reference to Exhibit 10 to AEP’s Report on Form 10-Q for the period ended March 31, 2015) | ||
5 | Opinion of Thomas G. Berkemeyer, Esq., Associate General Counsel of American Electric Power Service Corporation, a wholly owned subsidiary of AEP, as to the legality of the securities being registered | ||
23.1 | Consent of Deloitte & Touche LLP | ||
23.2 | Consent of Thomas G. Berkemeyer, Esq., Associate General Counsel of American Electric Power Service Corporation, a wholly owned subsidiary of AEP (included in Exhibit 5) | ||
24 | Power of Attorney and Resolutions of AEP |