AEPCO Form 8-K, Items 7.01 and 9.01
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
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Date
of report (Date of earliest event reported)
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October
10, 2006
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AMERICAN
ELECTRIC POWER COMPANY,
INC.
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(Exact
Name of Registrant as Specified in Its Charter)
(State
or
Other Jurisdiction of Incorporation)
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1-3525
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13-4922640
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1
Riverside Plaza, Columbus, OH
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43215
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(Registrant’s
Telephone Number, Including Area Code)
(Former
Name or Former Address, if Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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[
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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[
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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[
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
7.01
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Regulation
FD Disclosure
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On
October 10, 2006, American Electric Power Company, Inc. (“AEP”) established an
ongoing earnings guidance range of $2.85 and $3.05 per share in 2007, $3.00
and
$3.30 per share in 2008 and $3.15 and $3.45 per share in 2009. In providing
ongoing earnings guidance, there could be differences between ongoing earnings
and earnings prepared in accordance with Generally Accepted Accounting
Principles (“GAAP”) for matters such as, but not limited to, divestitures or
changes in accounting principles. AEP management is not able to estimate the
impact, if any, on GAAP earnings of these items. Therefore, AEP is not able
to
provide a corresponding GAAP equivalent for earnings guidance. AEP uses ongoing
earnings guidance as the primary performance measurement when communicating
with
analysts and investors regarding its earnings outlook and results. AEP also
uses
ongoing earnings data internally to measure performance against budget and
to
report to AEP’s board of directors.
On
October 10, 2006, AEP also announced (1) that its management would recommend
in
October 2006 that the AEP board of directors increase the quarterly dividend
by
$0.02 per share beginning in December 2006 which would increase the annual
dividend approximately five percent to $1.56 per share from $1.48 per share,
and
(2) that it was reducing its combined 2007 and 2008 capital investment forecast
by $528 million.
The
full
text of the press release is attached as Exhibit 99.1.
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Item
9.01
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Financial
Statements and Exhibits
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(c) Exhibits
Exhibit
99.1 Press
Release dated October 10, 2006
---
This
report made by AEP and certain of its subsidiaries contains forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act
of
1934. Although AEP and each of its registrant subsidiaries believe that their
expectations are based on reasonable assumptions, any such statements may be
influenced by factors that could cause actual outcomes and results to be
materially different from those projected. Among the factors that could cause
actual results to differ materially from those in the forward-looking statements
are: electric load and customer growth; weather conditions, including storms;
available sources and costs of, and transportation for, fuels and the
creditworthiness of fuel suppliers and transporters; availability of generating
capacity and the performance of AEP’s generating plants; the ability to recover
regulatory assets and stranded costs in connection with deregulation; the
ability to build or acquire generating capacity when needed at acceptable prices
and terms and to recover those costs through applicable rate cases or
competitive rates; the ability to recover increases in fuel and other energy
costs through regulated or competitive electric rates; new legislation,
litigation and government regulation including requirements for reduced
emissions of sulfur, nitrogen, mercury, carbon and other substances; timing
and
resolution of pending and future rate cases, negotiations and other regulatory
decisions (including rate or other recovery for new investments, transmission
service and environmental compliance);resolution of litigation (including
pending Clean Air Act enforcement actions and disputes arising from the
bankruptcy of Enron Corp. and related matters); AEP's ability to constrain
its
operation and maintenance costs; AEP's ability to sell assets at acceptable
prices and on other acceptable terms, including rights to share in earnings
derived from the assets subsequent to their sale; the economic climate and
growth in AEP's service territory and changes in market demand and demographic
patterns; inflationary and interest rate trends; AEP's ability to develop and
execute a strategy based on a view regarding prices of electricity, natural
gas,
and other energy-related commodities; changes in the creditworthiness of the
counterparties with whom AEP has contractual arrangements, including
participants in the energy trading market; changes in the financial markets,
particularly those affecting the availability of capital and AEP's ability
to
refinance existing debt at attractive rates; actions of rating agencies,
including changes in the ratings of debt; volatility and changes in markets
for
electricity, natural gas, and other energy-related commodities; changes in
utility regulation, including implementation of EPACT and membership in and
integration into regional transmission structures; accounting pronouncements
periodically issued by accounting standard-setting bodies; the performance
of
AEP's pension and other postretirement benefit plans; prices for power that
AEP
generates and sells at wholesale; changes in technology, particularly with
respect to new, developing or alternative sources of generation, and other
risks
and unforeseen events, including wars, the effects of terrorism (including
increased security costs), embargoes and other catastrophic events.
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.
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AMERICAN
ELECTRIC POWER COMPANY, INC.
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By:
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/s/
Thomas G. Berkemeyer
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Name:
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Thomas
G. Berkemeyer
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October
10, 2006
EXHIBIT
INDEX
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Exhibit
No.
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Description
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99.1
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Press
Release dated October 10, 2006
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