SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: February 27, 2003
(Date of earliest event reported)
Commission Registrant; State of Incorporation; I.R.S. Employer
File Number Address; and Telephone Number Identification No.
1-3525 AMERICAN ELECTRIC POWER COMPANY, INC. 13-4922640
(A New York Corporation)
1 Riverside Plaza
Columbus, Ohio 43215
Telephone (614) 223-1000
Item 5. Other Events and Regulation FD Disclosure.
On February 27, 2003, American Electric Power Company, Inc. (the "Company")
entered into an Underwriting Agreement with J.P. Morgan Securities Inc. and
Salomon Smith Barney Inc., as representatives of the several underwriters named
therein, relating to the offering and sale by the Company of up to 57,500,000
shares of the Company's common stock. On February 28, 2003, the Company filed a
Prospectus Supplement relating to the offering of common stock, dated February
27, 2003, to the Prospectus dated February 26, 2003 (the "Prospectus"), included
as part of the Registration Statement on Form S-3 of the Company, AEP Capital
Trust I, AEP Capital Trust II and AEP Capital Trust III (File Nos. 333-86050,
333-86050-1, 333-86050-2 and 333-86050-3).
Item 7. Financial Statements and Exhibits
(c) Exhibits
1.1 Underwriting Agreement, dated February 27, 2003, between the Company
and J.P. Morgan Securities Inc. and Salomon Smith Barney Inc., as
representatives of the several underwriters named in Exhibit 1 thereto
in connection with the offer and sale of 50,000,000 shares of the
Company's common stock.
4.1 Form of Common Stock Certificate.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
AMERICAN ELECTRIC POWER COMPANY, INC.
By: /s/ Thomas G Berkemeyer
Name: Thomas G. Berkemeyer
Title: Assistant Secretary
March 3, 2003
Exhibit 1.1
AMERICAN ELECTRIC POWER COMPANY, INC.
Underwriting Agreement
50,000,000 Shares*
Common Stock
($6.50 par value)
Dated February 27, 2003
AGREEMENT made between AMERICAN ELECTRIC POWER COMPANY, INC., a
corporation organized and existing under the laws of the State of New York (the
Company), and the several persons, firms and corporations (the Underwriters)
named in Exhibit 1 hereto.
WITNESSETH:
WHEREAS, the Company proposes to sell to the Underwriters 50,000,000
shares of common stock, $6.50 par value (Common Stock), of the Company (the
Underwritten Shares); and
WHEREAS, the Company also proposes to grant to the Underwriters an option
to purchase up to an additional 7,500,000 shares of Common Stock to cover
over-allotments (the Option Shares; the Option Shares, together with the
Underwritten Shares, being hereinafter called the Shares); and
WHEREAS, the Underwriters have designated the persons signing this
Agreement (collectively, the Representatives) to execute this Agreement on
behalf of the respective Underwriters and to act for the respective Underwriters
in the manner provided in this Agreement; and
WHEREAS, the Company has prepared and filed, in accordance with the
provisions of the Securities Act of 1933 (the Act), with the Securities and
Exchange Commission (the Commission), a registration statement (File No.
333-86050) and a prospectus relating to $3,000,000,000 principal amount of its
securities, including the Shares, and such registration statement has become
effective; and
WHEREAS, such registration statement, including the financial statements,
the documents incorporated or deemed incorporated therein by reference, the
exhibits thereto, being herein called the Registration Statement, and the
prospectus, including the documents incorporated or deemed incorporated therein
by reference, constituting a part of such Registration Statement, as it may be
last amended or supplemented prior to the effectiveness of this Agreement, but
excluding any amendment or supplement relating solely to securities other than
the Shares, being herein called the Basic Prospectus, and the Basic Prospectus,
as supplemented by a preliminary prospectus supplement and a final prospectus
supplement (the Prospectus Supplement) to include information relating to the
Shares, including the names of the Underwriters, the price and terms of the
offering, the interest rate and certain other information relating to the
Shares, which will be filed with the Commission pursuant to Rule 424(b) of the
Commission's General Rules and Regulations under the Act (the Rules), including
all documents then incorporated or deemed to have been incorporated therein by
reference, being herein called the Prospectus.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, it is agreed between the parties as follows:
1. Purchase and Sale: (a) Upon the basis of the warranties and
representations and on the terms and subject to the conditions herein set forth,
the Company agrees to sell to the respective Underwriters named in Exhibit 1
hereto, severally and not jointly, and the respective Underwriters, severally
and not jointly, agree to purchase from the Company, the respective number of
Underwritten Shares set opposite their names in Exhibit 1 hereto, together
aggregating all of the Underwritten Shares, at a purchase price equal to
$20.3215 per Share.
(b) Subject to the terms and conditions and in reliance upon the
representations and warranties herein set forth, the Company hereby grants
an option to the several Underwriters to purchase, severally and not
jointly, not more than 7,500,000 Option Shares at the same purchase price
per share as the Underwriters shall pay for the Underwritten Shares. Said
option may be exercised only to cover over-allotments in the sale of the
Underwritten Shares by the Underwriters. Said option may be exercised one
time, in whole or in part on or before the 30th day after the date of the
Prospectus. Said option shall be exercised upon written or telegraphic
notice by the Representatives to the Company setting forth the number of
shares of the Option Shares as to which the several Underwriters are
exercising the option and the settlement date. The number of shares of the
Option Shares to be purchased by each Underwriter shall be the same
percentage of the total number of shares of the Option Shares to be
purchased by the several Underwriters as such Underwriter is purchasing of
the Underwritten Shares, subject to such adjustments as you in your
absolute discretion shall make to eliminate any fractional shares.
2. Payment and Delivery: Delivery of and payment for the Underwritten
Shares and the Option Shares (if the option provided for in Section 1(b) hereof
shall have been exercised on or before the third Business Day prior to the
Closing Date) shall be made at the offices of Simpson Thacher & Bartlett, 425
Lexington Avenue, New York, New York 10017, or at such other place as shall be
agreed upon by the Representatives and the Company, at 10:00 a.m., New York City
time, on March 4, 2003, or at such time on such later date not more than three
Business Days after the foregoing date as the Representatives shall designate,
which date and time may be postponed by agreement between the Representatives
and the Company or as provided in Section 8 hereof (such date and time of
delivery and payment for the Shares being herein called the Closing Date).
Delivery of the Shares shall be made to the Representatives for the respective
accounts of the several Underwriters against payment by the several Underwriters
through the Representatives of the purchase price thereof to or upon the order
of the Company by wire transfer payable in same-day funds to an account
specified by the Company. Delivery of the Underwritten Shares and the Option
Shares shall be made through the facilities of The Depository Trust Company
unless the Representatives shall otherwise instruct.
If the option provided for in Section 1(b) hereof is exercised after the
third Business Day prior to the Closing Date, the Company will deliver the
Option Shares (at the expense of the Company) to the Representatives, at 388
Greenwich Street, New York, New York, on the date specified by the
Representatives (which shall be within three Business Days after exercise of
said option) for the respective accounts of the several Underwriters, against
payment by the several Underwriters through the Representatives of the purchase
price thereof to or upon the order of the Company by wire transfer payable in
same-day funds to an account specified by the Company. If settlement for the
Option Shares occurs after the Closing Date, the Company will deliver to the
Representatives on the settlement date for the Option Shares, and the obligation
of the Underwriters to purchase the Option Shares shall be conditioned upon
receipt of, supplemental opinions, certificates and letters confirming as of
such date the opinions, certificates and letters delivered on the Closing Date
pursuant to Section 3 hereof. Any settlement date for the Option Securities
after the Closing Date shall be such date as the Company and the Representatives
may agree, but in no event shall such date be sooner than the third Business Day
following the exercise of the option provided for in Section 1(b) hereof.
3. Conditions of Underwriters' Obligations: The several obligations of the
Underwriters hereunder to purchase Underwritten Shares and the Option Shares, as
the case may be, are subject to the accuracy of the warranties and
representations on the part of the Company on the date hereof and at the Closing
Date, and if applicable, the settlement date pursuant to Section 2 hereof, and
to the following other conditions:
(a) That all legal proceedings to be taken and all legal opinions to
be rendered in connection with the sale of the Shares shall be
satisfactory in form and substance to Dewey Ballantine LLP, counsel to the
Underwriters and the Company shall have furnished such counsel all
documents and information that it may reasonably request to enable it to
pass upon such matters.
(b) That, at the Closing Date, the Representatives shall be
furnished with the following opinions, dated the day of the Closing Date,
with conformed copies or signed counterparts thereof for the other
Underwriters, with such changes therein as may be agreed upon by the
Company and the Representatives with the approval of Dewey Ballantine LLP,
counsel to the Underwriters:
(i) Opinion of Simpson Thacher & Bartlett, substantially in
the form attached hereto as Exhibit A-1, and either of Thomas G.
Berkemeyer, Esq. or David C. House, Esq., counsel to the Company,
substantially in the form attached hereto as Exhibit A-2;
(ii) Opinion of Dewey Ballantine LLP, counsel to the
Underwriters, substantially in the form attached hereto as Exhibit
B;
(c) That the Representatives shall have received letters from
Deloitte & Touche LLP in form and substance satisfactory to the
Representatives, (A) dated as of the date of this Agreement and
substantially in the form of Exhibit C hereto and (B) dated as of the
Closing Date, reaffirming the statements made in the letter furnished
pursuant to clause (A) above, except that the specified date referred to
shall be a date not more than five business days prior to the Closing
Date.
(d) That no amendment to the Registration Statement and that no
prospectus or prospectus supplement of the Company (other than the
prospectus or amendments, prospectuses or prospectus supplements relating
solely to securities other than the Shares) relating to the Shares and no
document which would be deemed incorporated in the Prospectus by reference
filed subsequent to the date hereof and prior to the Closing Date shall
contain material information substantially different from that contained
in the Registration Statement which is unsatisfactory in substance to the
Representatives or unsatisfactory in form to Dewey Ballantine LLP, counsel
to the Underwriters.
(e) That, at the Closing Date, an appropriate order of the
Commission under the Public Utility Holding Company Act of 1935, as
amended (the 1935 Act) necessary to permit the sale of the Shares to the
Underwriters, shall be in effect; and that, prior to the Closing Date, no
stop order with respect to the effectiveness of the Registration Statement
shall have been issued under the Act by the Commission or proceedings
therefor initiated.
(f) That, at the Closing Date, there shall not have been any
material adverse change in the business, properties or financial condition
of the Company from that set forth in the Prospectus (other than changes
referred to in or contemplated by the Prospectus), and that the Company
shall, at the Closing Date, have delivered to the Representatives a
certificate of an executive officer of the Company to the effect that, to
the best of his knowledge, information and belief, there has been no such
change.
(g) That the Company shall have performed such of its obligations
under this Agreement as are to be performed at or before the Closing Date
by the terms hereof.
(h) Subsequent to the date of this Agreement, there shall not have
been decreases in the ratings of the Company's senior unsecured debt
securities by both Moody's Investors Services, Inc. (Moody's) and Standard
& Poor's Ratings Group (S&P) as follows: (i) a decrease by Moody's to a
rating of below Baa3 and (ii) a decrease by S&P to a rating of below BBB-.
(i) That, at the Closing Date, the Shares shall have been approved
for listing on the New York Stock Exchange, subject to official notice of
issuance, and satisfactory evidence of such actions shall have been
provided to the Representatives.
(j) That, at the Closing Date, each of the executive officers and
directors of the Company listed in Exhibit D shall have entered into an
agreement substantially in the form attached hereto as Exhibit E.
In case any of the conditions specified in this Section 3 shall not have
been fulfilled, this Agreement may be terminated by the Underwriters at any time
at or prior to the Closing Date upon written notice thereof to the Company. Any
such termination shall be without liability of any party to any other party
except as otherwise provided in Section 4(f), Section 4(g) and Section 4(h)
hereof and except for any liability under Section 7 hereof.
4. Certain Covenants of the Company: In further consideration of the
agreements of the Underwriters herein contained, the Company covenants as
follows:
(a) As soon as practicable, and in any event within the time
prescribed by Rule 424 under the Act, to file the Prospectus with the
Commission; as soon as the Company is advised thereof, to advise the
Representatives and confirm the advice in writing of any request made by
the Commission for amendments to the Registration Statement or Prospectus
or for additional information with respect thereto or of the entry of a
stop order suspending the effectiveness of the Registration Statement or
of the initiation or threat of any proceedings for that purpose and, if
such a stop order should be entered by the Commission, to make every
reasonable effort to obtain the prompt lifting or removal thereof.
(b) To deliver to the Underwriters, without charge, as soon as
practicable (and in any event within 24 hours after the date hereof), and
from time to time thereafter during such period of time (not exceeding
nine months) after the date hereof as they are required by law to deliver
a prospectus, as many copies of the Prospectus (as supplemented or amended
if the Company shall have made any supplements or amendments thereto,
other than supplements or amendments relating solely to securities other
than the Shares) as the Representatives may reasonably request; and in
case any Underwriter is required to deliver a prospectus after the
expiration of nine months after the date hereof, to furnish to any
Underwriter, upon request, at the expense of such Underwriter, a
reasonable quantity of a supplemental prospectus or of supplements to the
Prospectus complying with Section 10(a)(3) of the Act.
(c) To furnish to the Representatives, upon request, a copy,
certified by the Secretary or an Assistant Secretary of the Company, of
the Registration Statement as initially filed with the Commission and of
all amendments thereto (exclusive of exhibits), other than amendments
relating solely to securities other than the Shares and, upon request, to
furnish to the Representatives sufficient plain copies thereof (exclusive
of exhibits) for distribution of one to the other Underwriters.
(d) For such period of time after the date hereof as they are
required by law to deliver a prospectus, if any event shall have occurred
as a result of which it is necessary to amend or supplement the Prospectus
in order to make the statements therein, in the light of the circumstances
when the Prospectus is delivered to a purchaser, not contain any untrue
statement of a material fact or not omit to state any material fact
required to be stated therein or necessary in order to make the statements
therein not misleading, immediately to notify the Underwriters of such
event and forthwith to prepare and furnish, at its own expense during the
period ending nine months from the date of this Agreement, and thereafter
at the Underwriters' expense, to the Underwriters and to dealers (whose
names and addresses are furnished to the Company by the Representatives)
to whom principal amounts of the Shares may have been sold by the
Representatives for the accounts of the Underwriters and, upon request, to
any other dealers making such request, copies of such amendments to the
Prospectus or supplements to the Prospectus.
(e) As soon as practicable, the Company will make generally
available to its security holders and to the Underwriters an earnings
statement or statement of the Company and its subsidiaries which will
satisfy the provisions of Section 11(a) of the Act and Rule 158 under the
Act.
(f) To use its best efforts to qualify the Shares for offer and sale
under the securities or "blue sky" laws of such jurisdictions as the
Representatives may designate within six months after the date hereof and
itself to pay, or to reimburse the Underwriters and their counsel for,
reasonable filing fees and expenses in connection therewith in an amount
not exceeding $3,500 in the aggregate (including filing fees and expenses
paid and incurred prior to the effective date hereof), provided, however,
that the Company shall not be required to qualify as a foreign corporation
or to file a consent to service of process or to file annual reports or to
comply with any other requirements deemed by the Company to be unduly
burdensome.
(g) To pay all expenses, fees and taxes (other than transfer taxes
on resales of the Shares by the respective Underwriters, but including all
amounts relating to (i) the Company's costs and expenses for travel,
lodging and incidental expenses relating to investor presentations on any
"road show" undertaken in connection with the marketing of the Shares;
(ii) the listing of the Shares on the New York Stock Exchange; (iii) the
preparation of the Registration Statement, the Preliminary Prospectus
Supplement and the Prospectus Supplement (and any amendments or
supplements thereto); (iv) the sale and delivery of the Shares; (v) the
reasonable fees and disbursements of counsel and accountants for the
Company; and (vi) the printing and delivery of the Preliminary Prospectus
Supplement and the Prospectus Supplement) in connection with the sale and
delivery of the Shares, except that the Company shall be required to pay
the fees and disbursements (other than disbursements referred to in
paragraph (f) of this Section 4) of Dewey Ballantine LLP, counsel to the
Underwriters, only in the events provided in paragraph (h) of this Section
4 and paragraph (a) of Section 7, the Underwriters hereby agreeing to pay
such fees and disbursements in any other event.
(h) If the Underwriters shall not take up and pay for the Shares due
to the failure of the Company to comply with any of the conditions
specified in Section 3 hereof, or, if this Agreement shall be terminated
in accordance with the provisions of Section 9(b) or 13(ii) hereof, to pay
the fees and disbursements of Dewey Ballantine LLP, counsel to the
Underwriters, and, to reimburse the Underwriters for their reasonable
out-of-pocket expenses, in an aggregate amount not exceeding a total of
$50,000, incurred in connection with the financing contemplated by this
Agreement.
(i) To use its best efforts to cause the Shares to be accepted for
clearance and settlement through the facilities of The Depositary Trust
Company.
(j) The Company will timely file any certificate required by the
1935 Act in connection with the sale of the Shares.
(k) The Company will not, without the prior written consent of the
Representatives, offer, sell, contract to sell, pledge, or otherwise
dispose of, (or enter into any transaction which is designed to, or might
reasonably be expected to, result in the disposition (whether by actual
disposition or effective economic disposition due to cash settlement or
otherwise) by the Company or any affiliate of the Company or any person in
privity with the Company or any affiliate of the Company) directly or
indirectly, including the filing (or participation in the filing) of a
registration statement with the Commission in respect of, or establish or
increase a put equivalent position or liquidate or decrease a call
equivalent position within the meaning of Rule 16a-1 under the Securities
Exchange Act of 1934 (1934 Act), any shares of Common Stock or any
securities convertible into, or exercisable, or exchangeable for, shares
of Common Stock other than as provided in this Agreement; or publicly
announce an intention to effect any such transaction, for a period of 90
days after the date of the Underwriting Agreement, provided, however, that
the Company may issue and sell Common Stock pursuant to the terms of any
employee stock option plan, stock ownership plan, dividend reinvestment
plan or any other similar plan of the Company in effect as of the date
hereof and the Company may issue Common Stock issuable upon the conversion
of securities or the exercise of warrants outstanding as of the date
hereof.
(l) se its reasonable efforts to effect the listing of the Shares on
the New York Stock Exchange.
5. Representations and Warranties of the Company: The Company represents
and warrants to, and agrees with each Underwriter, as set forth below:
(a) The Registration Statement on its effective date complied with
the applicable provisions of the Act and the rules and regulations of the
Commission and the Registration Statement at its effective date did not,
and at the Closing Date will not, contain any untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, and
the Basic Prospectus on the date of this Agreement and the Prospectus when
first filed in accordance with Rule 424(b) complies, and at the Closing
Date the Prospectus will comply, with the applicable provisions of the
Act, and the rules and regulations of the Commission, the Basic Prospectus
on the date of this Agreement and the Prospectus when first filed in
accordance with Rule 424(b) under the Act do not, and the Prospectus at
the Closing Date will not, contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, except that the
Company makes no warranty or representation to the Underwriters with
respect to any statements or omissions made in the Registration Statement,
the Basic Prospectus or the Prospectus in reliance upon and in conformity
with information furnished in writing to the Company by, or through the
Representatives on behalf of, any Underwriter expressly for use in the
Registration Statement, the Basic Prospectus or Prospectus.
(b) The documents incorporated by reference in the Registration
Statement or Prospectus, when they were filed with the Commission,
complied in all material respects with the applicable provisions of the
1934 Act and the rules and regulations of the Commission thereunder, and
as of such time of filing, when read together with the Prospectus, none of
such documents contained an untrue statement of a material fact or omitted
to state a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which
they were made, not misleading.
(c) Since the respective dates as of which information is given in
the Registration Statement and the Prospectus, except as otherwise
referred to or contemplated therein, there has been no material adverse
change in the business, properties or financial condition of the Company.
(d) This Agreement has been duly authorized, executed and delivered
by the Company.
(e) The execution, delivery and performance of this Agreement, the
issuance of the Shares and the consummation by the Company of the
transactions contemplated herein is not in violation of its charter or
bylaws, will not result in the violation of any applicable law, statute,
rule, regulation, judgment, order, writ or decree of any government,
government instrumentality or court having jurisdiction over the Company
or its properties and will not conflict with, or result in a breach of any
of the terms or provisions of, or constitute a default under, or result in
the creation or imposition of any lien, charge or encumbrance upon any
property or assets of the Company under any contract, indenture, mortgage,
loan agreement, note, lease or other agreement or instrument to which the
Company is a party or by which it may be bound or to which any of its
properties may be subject (except for conflicts, breaches or defaults
which would not, individually or in the aggregate, be materially adverse
to the Company or materially adverse to the transactions contemplated by
this Agreement).
(f) The Shares have been duly authorized and, when issued and
delivered in accordance with the provisions of this Agreement, will be
duly and validly issued, fully paid and non-assessable.
(g) No authorization, approval, consent or order of any court or
governmental authority or agency is necessary in connection with the
issuance and sale by the Company of the Shares or the transactions by the
Company contemplated in this Agreement, except (A) such as may be required
under the Act or the rules and regulations thereunder; (B) such as may be
required under the 1935 Act; and (C) such consents, approvals,
authorizations, registrations or qualifications as may be required under
state securities or Blue Sky laws.
(h) The Company and each "significant subsidiary" of the Company (as
such term is defined in Rule 1-02 of Regulation S-X promulgated under the
Act) has been duly organized and is validly existing as a corporation in
good standing under the laws of the jurisdiction of its incorporation.
(i) The consolidated financial statements of the Company and its
consolidated subsidiaries together with the notes thereto, included or
incorporated by reference in the Prospectus present fairly the financial
position of the Company at the dates or for the periods indicated; said
consolidated financial statements have been prepared in accordance with
United States generally accepted accounting principles applied, apart from
reclassifications disclosed therein, on a consistent basis throughout the
periods involved; and the selected consolidated financial information of
the Company included in the Prospectus present fairly the information
shown therein and have been compiled, apart from reclassifications
disclosed therein, on a basis consistent with that of the audited
financial statements of the Company included or incorporated by reference
in the Prospectus.
(j) There is no pending action, suit, investigation, litigation or
proceeding, including, without limitation, any environmental action,
affecting the Company or any of its "significant subsidiaries" before any
court, governmental agency or arbitration that is reasonably likely to
have a material adverse effect on the business, properties, financial
condition or results of operations of the Company, except as disclosed in
the Prospectus.
The Company's covenants, warranties and representations contained in this
Agreement, shall remain in full force and effect regardless of any investigation
made by or on behalf of any person, and shall survive the delivery of and
payment for the Shares hereunder.
6. Warranties of Underwriters:
(a) Each Underwriter warrants and represents that the information
furnished in writing to the Company through the Representatives for use in
the Registration Statement, in the Basic Prospectus, in the Prospectus, or
in the Prospectus as amended or supplemented is correct as to such
Underwriter.
(b) Each of the Underwriters represents and agrees that it has not
and will not offer, sell or deliver any of the Shares directly or
indirectly, or distribute the Prospectus or any other offering material
relating to the Shares, in or from any jurisdiction except under
circumstances that will result in compliance with the applicable laws and
regulations thereof and in a manner that will not impose any obligations
on the Company except as set forth in this Agreement.
The warranties and representations of such Underwriter contained in this
Agreement, shall remain in full force and effect regardless of any investigation
made by or on behalf of the Company or other person, and shall survive the
delivery of and payment for the Shares hereunder.
7. Indemnification and Contribution:
(a) To the extent permitted by law, the Company agrees to indemnify
and hold you harmless and each person, if any, who controls you within the
meaning of Section 15 of the Act, against any and all losses, claims,
damages or liabilities, joint or several, to which you, they or any of you
or them may become subject under the Act or otherwise, and to reimburse
you and such controlling person or persons, if any, for any legal or other
expenses incurred by you or them in connection with defending any action,
insofar as such losses, claims, damages, liabilities or actions arise out
of or are based upon any alleged untrue statement or untrue statement of a
material fact contained in the Registration Statement, in the Basic
Prospectus (if used prior to the effective date of this Agreement), or in
the Prospectus, or if the Company shall furnish or cause to be furnished
to you any amendments or any supplements to the Prospectus, in the
Prospectus as so amended or supplemented except to the extent that such
amendments or supplements relate solely to securities other than the
Shares (provided that if such Prospectus or such Prospectus, as amended or
supplemented, is used after the period of time referred to in Section 4(b)
hereof, it shall contain such amendments or supplements as the Company
deems necessary to comply with Section 10(a) of the Act), or arise out of
or are based upon any alleged omission or omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as such losses, claims,
damages, liabilities or actions arise out of or are based upon any such
alleged untrue statement or omission, or untrue statement or omission
which was made in the Registration Statement, in the Basic Prospectus or
in the Prospectus, or in the Prospectus as so amended or supplemented, in
reliance upon and in conformity with information furnished in writing to
the Company by or through the Representatives expressly for use therein
and except that this indemnity shall not inure to your benefit (or of any
person controlling you) on account of any losses, claims, damages,
liabilities or actions arising from the sale of the Shares to any person
if such loss arises from the fact that a copy of the Prospectus, as the
same may then be supplemented or amended to the extent such Prospectus was
provided to you by the Company (excluding, however, any document then
incorporated or deemed incorporated therein by reference), was not sent or
given by you to such person with or prior to the written confirmation of
the sale involved and the alleged omission or alleged untrue statement or
omission or untrue statement was corrected in the Prospectus as
supplemented or amended at the time of such confirmation, and such
Prospectus, as amended or supplemented, was timely delivered to you by the
Company prior to the written confirmation of the sale involved. You agree
promptly after the receipt by you of written notice of the commencement of
any action in respect to which indemnity from the Company on account of
its agreement contained in this Section 7(a) may be sought by you, or by
any person controlling you, to notify the Company in writing of the
commencement thereof, but your omission so to notify the Company of any
such action shall not release the Company from any liability which it may
have to you or to such controlling person otherwise than on account of the
indemnity agreement contained in this Section 7(a). In case any such
action shall be brought against you or any such person controlling you and
you shall notify the Company of the commencement thereof, as above
provided, the Company shall be entitled to participate in, and, to the
extent that it shall wish, including the selection of counsel (such
counsel to be reasonably acceptable to the indemnified party), to direct
the defense thereof at its own expense. In case the Company elects to
direct such defense and select such counsel (hereinafter, Company's
counsel), you or any controlling person shall have the right to employ
your own counsel, but, in any such case, the fees and expenses of such
counsel shall be at your expense unless (i) the Company has agreed in
writing to pay such fees and expenses or (ii) the named parties to any
such action (including any impleaded parties) include both you or any
controlling person and the Company and you or any controlling person shall
have been advised by your counsel that a conflict of interest between the
Company and you or any controlling person may arise (and the Company's
counsel shall have concurred in good faith with such advice) and for this
reason it is not desirable for the Company's counsel to represent both the
indemnifying party and the indemnified party (it being understood,
however, that the Company shall not, in connection with any one such
action or separate but substantially similar or related actions in the
same jurisdiction arising out of the same general allegations or
circumstances, be liable for the reasonable fees and expenses of more than
one separate firm of attorneys for you or any controlling person (plus any
local counsel retained by you or any controlling person in their
reasonable judgment), which firm (or firms) shall be designated in writing
by you or any controlling person).
(b) Each Underwriter agrees, to the extent permitted by law, to
indemnify, hold harmless and reimburse the Company, its directors and such
of its officers as shall have signed the Registration Statement, and each
person, if any, who controls the Company within the meaning of Section 15
of the Act, to the same extent and upon the same terms as the indemnity
agreement of the Company set forth in Section 7(a) hereof, but only with
respect to untrue statements or alleged untrue statements or omissions or
alleged omissions made in the Registration Statement, or in the Basic
Prospectus, or in the Prospectus, or in the Prospectus as so amended or
supplemented, in reliance upon and in conformity with information
furnished in writing to the Company by the Representatives on behalf of
such Underwriter expressly for use therein. The Company agrees promptly
after the receipt by it of written notice of the commencement of any
action in respect to which indemnity from you on account of your agreement
contained in this Section 7(b) may be sought by the Company, or by any
person controlling the Company, to notify you in writing of the
commencement thereof, but the Company's omission so to notify you of any
such action shall not release you from any liability which you may have to
the Company or to such controlling person otherwise than on account of the
indemnity agreement contained in this Section 7(b).
(c) If recovery is not available or insufficient under Section 7(a)
or 7(b) hereof for any reason other than as specified therein, the
indemnified party shall be entitled to contribution for any and all
losses, claims, damages, liabilities and expenses for which such
indemnification is so unavailable or insufficient under this Section 7(c).
In determining the amount of contribution to which such indemnified party
is entitled, there shall be considered the portion of the proceeds of the
offering of the Shares realized, the relative knowledge and access to
information concerning the matter with respect to which the claim was
asserted, the opportunity to correct and prevent any statement or
omission, and any equitable considerations appropriate under the
circumstances. The Company and the Underwriters agree that it would not be
equitable if the amount of such contribution were determined by pro rata
or per capita allocation (even if the Underwriters were treated as one
entity for such purpose) without reference to the considerations called
for in the previous sentence. No Underwriter or any person controlling
such Underwriter shall be obligated to contribute any amount or amounts
hereunder which in the aggregate exceeds the total price of the Shares
purchased by such Underwriter under this Agreement, less the aggregate
amount of any damages which such Underwriter and its controlling persons
have otherwise been required to pay in respect of the same claim or any
substantially similar claim. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall
be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. An Underwriter's obligation to contribute
under this Section 7 is in proportion to its purchase obligation and not
joint with any other Underwriter.
(d) No indemnifying party shall, without the prior written consent
of the indemnified parties, settle or compromise or consent to the entry
of any judgment with respect to any litigation, or any investigation or
proceeding by any governmental agency or body, commenced or threatened, or
any claim whatsoever in respect of which contribution could be sought
under this Section 7 (whether or not the indemnified parties are actual or
potential parties thereto), unless such settlement, compromise or consent
(i) includes an unconditional release of each indemnified party from all
liability arising out of such litigation, investigation, proceeding or
claim and (ii) does not include a statement as to or an admission of
fault, culpability or a failure to act by or on behalf of such indemnified
party.
(e) In no event shall any indemnifying party have any liability or
responsibility in respect of the settlement or compromise of, or consent
to the entry of any judgment with respect to, any pending or threatened
action or claim effected without its prior written consent.
The agreements contained in Section 7 hereof shall remain in full force
and effect regardless of any investigation made by or on behalf of any person,
and shall survive the delivery of and payment for the Shares hereunder.
8. Default of Underwriters: If any Underwriter under this Agreement shall
fail or refuse (otherwise than for some reason sufficient to justify, in
accordance with the terms hereof, the cancellation or termination of its
obligations hereunder) to purchase and pay for the number of Shares which it has
agreed to purchase and pay for hereunder, and the number of Shares which such
defaulting Underwriter or Underwriters agreed but failed or refused to purchase
is not more than one-tenth of the number of the Shares, the other Underwriters
shall be obligated severally in the proportions which the number of Shares set
forth opposite their names in Exhibit 1 hereto bear to the number of Shares set
forth opposite the names of all such non-defaulting Underwriters, to purchase
the Shares which such defaulting Underwriter or Underwriters agreed but failed
or refused to purchase on the terms set forth herein; provided that in no event
shall the number of Shares which any Underwriter has agreed to purchase pursuant
to Section 1 hereof be increased pursuant to this Section 8 by an amount in
excess of one-ninth of such number of Shares without the written consent of such
Underwriter. In the event of any such purchase, (a) the non-defaulting
Underwriters or the Company shall have the right to fix as a postponed Closing
Date a date not exceeding four full business days after the date specified in
Section 2 and (b) the respective number of Shares to be purchased by the
non-defaulting Underwriters shall be taken as the basis of their respective
underwriting obligations for all purposes of this Agreement. If any Underwriter
or Underwriters shall fail or refuse to purchase Shares and the number of Shares
with respect to which such default occurs is more than one-tenth of the number
of the Shares then this Agreement shall terminate without liability on the part
of any non-defaulting Underwriter; provided, however, that the non-defaulting
Underwriters may agree, in their sole discretion, to purchase the Shares which
such defaulting Underwriter or Underwriters agreed but failed or refused to
purchase on the terms set forth herein. In the event of any such termination,
the Company shall not be under any liability to any Underwriter (except to the
extent, if any, provided in Section 4(h) hereof), nor shall any Underwriter
(other than an Underwriter who shall have failed or refused to purchase the
Shares without some reason sufficient to justify, in accordance with the terms
hereof, its termination of its obligations hereunder) be under any liability to
the Company or any other Underwriter.
Nothing herein contained shall release any defaulting Underwriter from its
liability to the Company or any non-defaulting Underwriter for damages
occasioned by its default hereunder.
9. Termination of Agreement by the Underwriters: This Agreement may be
terminated at any time prior to the Closing Date by the Representatives if,
after the execution and delivery of this Agreement and prior to the Closing
Date, in the Representatives' reasonable judgment, the Underwriters' ability to
market the Shares shall have been materially adversely affected because:
(a) trading in securities on the New York Stock Exchange shall have
been generally suspended by the Commission or by the New York Stock
Exchange, or trading in the securities of the Company shall have been
suspended by the New York Stock Exchange, or
(b) there shall have occurred any outbreak or escalation of
hostilities, declaration by the United States of a national emergency or
war or other national or international calamity or crisis, or
(c) a general banking moratorium shall have been declared by Federal
or New York State authorities.
If the Representatives elect to terminate this Agreement, as provided in
this Section 9, the Representatives will promptly notify the Company by
telephone or by telex or facsimile transmission, confirmed in writing. If this
Agreement shall not be carried out by any Underwriter for any reason permitted
hereunder, or if the sale of the Shares to the Underwriters as herein
contemplated shall not be carried out because the Company is not able to comply
with the terms hereof, the Company shall not be under any obligation under this
Agreement and shall not be liable to any Underwriter or to any member of any
selling group for the loss of anticipated profits from the transactions
contemplated by this Agreement (except that the Company shall remain liable to
the extent provided in Sections 4(g), 4(h) and 7 hereof) and the Underwriters
shall be under no liability to the Company nor be under any liability under this
Agreement to one another.
10. Notices: All notices hereunder shall, unless otherwise expressly
provided, be in writing and be delivered at or mailed to the following addresses
or by telex or facsimile transmission confirmed in writing to the following
addresses:if to the Underwriters, to the Representatives at the following firms:
J.P. Morgan Securities Inc.
277 Park Avenue
New York, New York 10017
Attention: Syndicate Desk
Salomon Smith Barney Inc.
388 Greenwich Avenue
New York, New York 10013
Attention: Syndicate Department
and, if to the Company, to American Electric Power Company, Inc., c/o
American Electric Power Service Corporation, 1 Riverside Plaza, Columbus,
Ohio 43215, Attention: A. A. Pena, Treasurer, (fax 614/223-1687).
11. Parties in Interest: The agreement herein set forth has been and is
made solely for the benefit of the Underwriters, the Company (including the
directors thereof and such of the officers thereof as shall have signed the
Registration Statement), the controlling persons, if any, referred to in Section
7 hereof, and their respective successors, assigns, executors and
administrators, and, except as expressly otherwise provided in Section 8 hereof,
no other person shall acquire or have any right under or by the virtue of this
Agreement.
12. Definition of Certain Terms: If there be two or more persons, firms or
corporations named in Exhibit 1 hereto, the term "Underwriters", as used herein,
shall be deemed to mean the several persons, firms or corporations, so named
(including the Representatives herein mentioned, if so named) and any party or
parties substituted pursuant to Section 8 hereof, and the term "Representative",
as used herein, shall be deemed to mean the representative or representatives
designated by, or in the manner authorized by, the Underwriters. All obligations
of the Underwriters hereunder are several and not joint. If there shall be only
one person, firm or corporation named in Exhibit 1 hereto, the term
"Underwriters" and the term "Representative", as used herein, shall mean such
person, firm or corporation. The term "successors" as used in this Agreement
shall not include any purchaser, as such purchaser, of any of the Shares from
any of the respective Underwriters.
13. Conditions of the Company's Obligations: The obligations of the
Company hereunder are subject to (i) the Underwriters' performance of their
obligations hereunder; and (ii) that at the Closing Date the Commission shall
have issued an appropriate order under the Act and 1935 Act, and such orders
shall remain in full force and effect, authorizing the transactions contemplated
hereby. In case these conditions shall not have been fulfilled, this Agreement
may be terminated by the Company upon notice thereof to the Underwriters. Any
such termination shall be without liability of any party to any other party
except as otherwise provided in Sections 4(g), 4(h) and 7 hereof.
14. Offering by Underwriters: It is understood that the several
Underwriters propose to offer the Shares for sale to the public as set forth in
the Prospectus.
15. Applicable Law: This Agreement will be governed and construed in
accordance with the laws of the State of New York.
16. Execution of Counterparts: This Agreement may be executed in several
counterparts, each of which shall be regarded as an original and all of which
shall constitute one and the same document.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, on the date
first above written.
AMERICAN ELECTRIC POWER COMPANY, INC.
By: __/s/ Geoffrey S. Chatas______
Name: Geoffrey S. Chatas
Title: Assistant Treasurer
J.P. MORGAN SECURITIES INC.
By: _/s/ Francois Poirier____
Managing Director
SALOMON SMITH BARNEY INC.
By: _/s/ Henry A. Clark III__
Managing Director
as Representatives
and on behalf of the Underwriters
named in Exhibit 1 hereto
EXHIBIT 1
Name of Underwriter Number of Underwritten
Shares to be Purchased
J.P. Morgan Securities Inc. 16,250,013
Salomon Smith Barney Inc. 16,250,012
Banc of America Securities LLC 10,000,000
BNP Paribas Securities Corp. 1,071,425
Danske Markets Inc. 1,071,425
Goldman, Sachs & Co. 1,071,425
Lehman Brothers Inc. 1,071,425
McDonald Investments Inc. 1,071,425
Morgan Stanley & Co. Incorporated 1,071,425
UBS Warburg LLC 1,071,425
TOTAL 50,000,000
===========
EXHIBIT A-1
OPINION OF SIMPSON THACHER & BARTLETT
(a) The Company has been duly incorporated and is validly existing and in
good standing as a corporation under the laws of the State of New York and has
full corporate power and authority to conduct its business as described in the
Registration Statement and Prospectus.
(b) An appropriate order of the Commission legally required for the
issuance and sale of the Shares by the Company under the Public Utility Holding
Company Act of 1935 has been obtained; such order is sufficient for the issuance
and sale of the Shares by the Company; and no other order, consent or other
authorization or approval of any United States federal or New York State
governmental body (other than in connection or in compliance with the previsions
of the securities or "blue sky" laws of any jurisdiction, as to which we express
no opinion) not already obtained is legally required for the issuance and sale
of the Shares by the Company in accordance with the terms of the Underwriting
Agreement, the performance by the Company of its obligations with respect to the
Shares and under the Underwriting Agreement and the Indenture.
(c) The Underwriting Agreement has been duly authorized, executed and
delivered by the Company.
(d) The Shares have been authorized by the Company, upon payment and
delivery in accordance with the Underwriting Agreement, will be validly issued,
fully paid and nonassessable.
(e) There are no preemptive rights under federal or New York law to
subscribe for or to purchase the Shares; there are no preemptive or other rights
to subscribe for or to purchase the Shares pursuant to the Restated Certificate
of Incorporation or By-Laws of the Company.
(f) The issue and sale of the Shares by the Company and the compliance by
the Company with all of the provisions of the Underwriting Agreement will not
violate any Federal or New York statute or any order known to us issued pursuant
to any Federal or New York statute by any court or governmental agency or body
having jurisdiction over the Company or any of its subsidiaries or any of their
properties (except that various consents of, and filings with governmental
authorities of, the State of New York may be required to be obtained or made, as
the case may be, in connection or compliance with the provisions of the
securities or "blue sky" laws of the State of New York).
(g) The statements made in the Prospectus under the captions "Description
of Common Stock," insofar as they purport to constitute summaries of the terms
of the Company's Common Stock (including the Shares), constitute accurate
summaries of the terms of such Common Stock in all material respects.
(h) Subject to the qualifications, exceptions, assumptions and limitations
therein, the statements set forth in the Prospectus under the caption "United
States Federal Income Tax Consequences," insofar as they purport to constitute
summaries of matters of United States federal tax laws and regulations or legal
conclusions with respect thereto, constitute accurate summaries of the matters
described therein in all material respects.
Our opinion set forth in paragraph (h) above is based upon the Internal
Revenue Code of 1986, as amended, the Treasury regulations promulgated
thereunder and other relevant authorities and law, all as in effect on the date
hereof. Consequently, future changes in the law may cause the tax treatment of
the transactions referred to herein to be materially different from that
described above.
We have not independently verified the accuracy, completeness or fairness
of the statements made or included in the Registration Statement, the Prospectus
or the Exchange Act Documents and take no responsibility therefor, except as and
to the extent set forth in paragraphs (l) and (m) above. In the course of the
preparation by the Company of the Registration Statement and the Prospectus
(excluding the Exchange Act Documents), we participated in conferences with
certain officers and employees of the Company, with your representatives, with
Underwriters' counsel, Dewey Ballantine LLP, with representatives of Deloitte &
Touche LLP and with other counsel to the Company. We did not prepare the
Exchange Act Documents; however, we reviewed the Annual Report on Form 10-K for
the Company for the fiscal year ended December 31, [2001] prior to its filing
with the Commission. Based upon our examination of the Registration Statement,
the Prospectus and the Exchange Act Documents, our investigations made in
connection with the preparation of the Registration Statement and the Prospectus
(excluding the Exchange Act Documents) and our participation in the conferences
referred to above, (i) we are of the opinion that the Registration Statement, as
of its effective date, and the Prospectus, as of February , 2003, complied as to
form in all material respects with the requirements of the Act and the
applicable rules and regulations of the Commission thereunder and that the
Exchange Act Documents complied as to form when filed in all material respects
with the requirements of the Exchange Act and the applicable rules and
regulations of the Commission thereunder, except that in each case we express no
opinion with respect to the financial statements or other financial or
statistical data contained or incorporated by reference in the Registration
Statement, the Prospectus or the Exchange Act Documents, and (ii) we have no
reason to believe that the Registration Statement, as of its effective date
(including the Exchange Act Documents on file with the Commission on such
effective date), contained any untrue statement of a material fact or omitted to
state any material fact required to be stated therein or necessary in order to
make the statements therein not misleading or that the Prospectus (including the
Exchange Act Documents) contained as of February , 2003 or contains any untrue
statement of a material fact or omitted as February , 2003 or omits to state any
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading, except that in
each case we express no belief with respect to the financial statements or other
financial or statistical data contained or incorporated by reference in the
Registration Statement, the Prospectus or the Exchange Act Documents.
EXHIBIT A-2
OPINION OF THOMAS G. BERKEMEYER, ESQ.
(a) The execution, delivery and performance by the Company of the
Underwriting Agreement, the issuance of the Shares and the consummation by the
Company of the transactions contemplated therein and compliance by the Company
with their obligations thereunder do not and will not result in any violation of
the charter or bylaws of the Company will not result in the violation of any
applicable law, statute, rule, regulation, judgment, order, writ or decree of
any government, governmental instrumentality or court having jurisdiction over
the Company or its properties or result in the creation or imposition of any
lien, charge or encumbrance upon any property or assets of the Company and do
not and will not conflict with, or result in a breach of any of the terms or
provisions of, or constitute a default under any contract, indenture, mortgage,
loan agreement, note, lease or other agreement or instrument to which the
Company is a party or by which it may be bound or to which any of its properties
may be subject (except for conflicts, breaches or defaults which would not,
individually or in the aggregate, be materially adverse to the Company or
materially adverse to the transactions contemplated by the Underwriting
Agreement).
(b) The Underwriting Agreement has been duly authorized, executed and
delivered by the Company.
(c) An appropriate order of the Commission legally required for the
issuance and sale of the Shares by the Company under the Public Utility Holding
Company Act of 1935, as amended, has been obtained; such order is sufficient for
the issuance and sale of the Shares by the Company; and the Commission has
issued an appropriate order under the Securities Act of 1933, as amended, with
respect to the sale of the Shares. No other approval or consent of any
governmental body is required for the issuance and sale of the Shares to you or
the performance by the Company of its obligations under the Underwriting
Agreement, the Indenture or the Supplemental Indenture. I have not considered
whether any approval or consent is required under the blue sky laws of any
jurisdiction.
EXHIBIT B
OPINION OF DEWEY BALLANTINE LLP
(a) The Company has been duly incorporated and is validly existing and in
good standing as a corporation under the laws of the State of New York and has
full corporate power and authority to conduct its business as described in the
Registration Statement and Prospectus.
(b) An appropriate order of the Commission legally required for the
issuance and sale of the Shares by the Company under the Public Utility Holding
Company Act of 1935 has been obtained; such order is sufficient for the issuance
and sale of the Shares by the Company; and no other order, consent or other
authorization or approval of any United States federal or New York State
governmental body (other than in connection or in compliance with the previsions
of the securities or "blue sky" laws of any jurisdiction, as to which we express
no opinion) not already obtained is legally required for the issuance and sale
of the Shares by the Company in accordance with the terms of the Underwriting
Agreement, the performance by the Company of its obligations with respect to the
Shares and under the Underwriting Agreement and the Indenture.
(c) The Underwriting Agreement has been duly authorized, executed and
delivered by the Company.
(d) The Shares have been authorized by the Company, upon payment and
delivery in accordance with the Underwriting Agreement, will be validly issued,
fully paid and nonassessable.
(e) There are no preemptive rights under federal or New York law to
subscribe for or to purchase the Shares; there are no preemptive or other rights
to subscribe for or to purchase the Shares pursuant to the Restated Certificate
of Incorporation or By-Laws of the Company.
(f) The statements made in the Prospectus under the captions "Description
of Common Stock," insofar as they purport to constitute summaries of the terms
of the Company's Common Stock (including the Shares), constitute accurate
summaries of the terms of such Common Stock in all material respects.
EXHIBIT C
LETTER FROM DELOITTE & TOUCHE
DATED AS OF THE DATE OF THIS AGREEMENT
[To come]
EXHIBIT D
E.R. Brooks
Donald M. Carlton
John P. DesBarres
E. Linn Draper, Jr.
Henry W. Fayne
Robert W. Fri
Thomas M. Hagan
William R. Howell
Lester A. Hudson, Jr.
Holly Keller Koeppel
Leonard J. Kujawa
Robert P. Powers
Richard L. Sandor
Thomas V. Shockley, III
Donald G. Smith
Linda Gillespie Stuntz
Kathryn D. Sullivan
Susan Tomasky
EXHIBIT E
AMERICAN ELECTRIC POWER COMPANY, INC.
Lock-Up Agreement
February , 2003
J.P. Morgan Securities Inc.
Salomon Smith Barney Inc.
As Representatives of the several Underwriters
Ladies and Gentlemen:
This letter is being delivered to you in connection with the proposed
Underwriting Agreement (the "Underwriting Agreement"), between the Company and
each of you as representatives of a group of Underwriters named therein,
relating to an underwritten public offering of up to , ,000 shares of Common
Stock, $6.50 par value (the "Shares") of the Company.
In order to induce you and the other Underwriters to enter into the
Underwriting Agreement, the undersigned will not, without the prior written
consent of the Representatives, offer, sell, contract to sell, pledge or
otherwise dispose of, (or enter into any transaction which is designed to, or
might reasonably be expected to, result in the disposition (whether by actual
disposition or effective economic disposition due to cash settlement or
otherwise) by the undersigned or any affiliate of the undersigned or any person
in privity with the undersigned or any affiliate of the undersigned), directly
or indirectly, including the filing (or participation in the filing) of a
registration statement with the Shares and Exchange Commission in respect of, or
establish or increase a put equivalent position or liquidate or decrease a call
equivalent position within the meaning of Section 16 of the Securities Exchange
Act of 1934, as amended, and the rules and regulations of the Securities and
Exchange Commission promulgated thereunder with respect to, any shares of
capital stock of the Company or any securities convertible into or exercisable
or exchangeable for such capital stock, or publicly announce an intention to
effect any such transaction, for a period of 90 days after the date of this
Agreement, other than shares of Common Stock disposed of as bona fide gifts
approved by the Representatives.
If for any reason the Underwriting Agreement shall be terminated prior to
the Closing Date (as defined in the Underwriting Agreement), the agreement set
forth above shall likewise be terminated.
The undersigned understands that the Company and the Underwriters are
relying on this Lock-Up Agreement in proceeding with the offering of the Shares.
The undersigned understands that this Lock-Up Agreement is irrevocable and shall
be binding on the undersigned's heirs, legal representatives, successors and
assigns.
Yours very truly,
[Signature of executive officer or director]
[Name of executive officer or director]
--------
*Plus an option to purchase from American Electric Power Company, Inc. up to
7,500,000 additional shares to cover over-allotments.
Exhibit 4.1
COMMON STOCK COMMON STOCK
CERTIFICATE NUMBER
THIS CERTIFICATE IS TRANSFERABLE
IN CANTON, MA, JERSEY CITY, NJ
OR NEW YORK, NY
INCORPORATED OF THE STATE
UNDER THE LAWS OF NEW YORK
AMERICAN ELECTRIC POWER COMPANY, INC.
CUSIP 025537 10 1
SEE REVERSE FOR
CERTAIN DEFINITIONS
This Certifies that
is the owner of
FULL-PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF
American Electric Power Company, Inc., transferable on the books of the Company
in person or by duly authorized attorney upon surrender of the certificate
properly endorsed. This certificate and the shares represented hereunder are
issued and shall be held subject to all provisions of the Restated Certificate
of Incorporation, as amended, of the Company (a copy of which is on file with
the Transfer Agent) to all of which the holder, by acceptance hereof, assents.
This certificate is not valid until countersigned and registered by the Transfer
Agent and Registrar.
Witness the seal of the Company and the signatures of its duly authorized
officers.
COUNTERSIGNED AND REGISTERED:
EQUISERVE TRUST COMPANY, N.A.
TRANSFER AGENT AND REGISTRAR
BY
AUTHORIZED SIGNATURE TREASURER CHAIRMAN OF THE BOARD
AMERICAN ELECTRIC POWER COMPANY, INC.
CORPORATE SEAL
NEW YORK
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws and regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT -___ Custodian ______
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts to Minors Act
______________________________
JT TEN - as joint tenants with right (State)
of survivorship and not as tenants
in common
Additional abbreviations may also be used though not in the above list.
For value received, _________________________ hereby sell, assign and
transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING POSTAL ZIP CODE OF ASSIGNEE)
_______________________________________________________________________________
________________________________________________________________________ Shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and
appoint_________________________________________________________________
Attorney to transfer the said Stock registered on the books of the within-named
Company with full power of substitution in the premises.
Dated ___________________
______________________________
THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON
THE FACE OF THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT, OR ANY CHANGE WHATEVER. THE SIGNATURE OF THE PERSON EXECUTING THIS
POWER MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION SUCH AS A
COMMERCIAL BANK, TRUST COMPANY, SECURITIES BROKER/DEALER, CREDIT UNION OR A
SAVINGS ASSOCIATION PARTICIPATING IN A MEDALLION PROGRAM APPROVED BY THE
SECURITIES TRANSFER ASSOCIATION, INC.