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: June 15, 2000 (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 2. Acquisition or Disposition of Assets. Reference is made to Note 8 of American Electric Power Company, Inc.'s ("AEP") Notes to Consolidated Financial Statements in the Annual Report on Form 10-K for the year ended December 31, 1999 and in the Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 for a discussion of the merger with Central and South West Corporation, a Delaware corporation ("CSW"), that has been pending. On June 15, 2000, following receipt of final regulatory approval, the merger of CSW with and into Augusta Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of AEP ("Merger Sub"), with CSW being the surviving corporation ("Merger"), was consummated in accordance with the terms of an Agreement and Plan of Merger, dated as of December 21, 1997 (as amended on December 31, 1999), by and among AEP, Merger Sub and CSW (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, each outstanding share of common stock, par value $3.50 per share, of CSW (other than shares owned by CSW), was converted into the right to receive 0.6 of a share of common stock, par value $6.50 per share, of AEP. The Merger will be accounted for as a pooling of interests for accounting purposes. As a result of the Merger, AEP elected the following six directors to its Board of Directors from the Board of CSW: E. R. Brooks James L. Powell Donald M. Carlton Richard L. Sandor William R. Howell Thomas V. Shockley, III The election of the six directors brings the number of members on the AEP Board to 15. Item 7. Financial Statements and Exhibits. (a) Financial Statements of Business Acquired. Financial statements required by this item shall be filed not later than 60 days after the date that this report is required to be filed. (b) Pro Forma Financial Information. Financial statements required by this item shall be filed not later than 60 days after the date that this report is required to be filed. (c) Exhibits. The following exhibits are filed herewith in accordance with Item 601 of Regulation S-K: Exhibit No. Description ----------- ----------- 2(a) Agreement and Plan of Merger, dated as of December 21, 1997, By and Among American Electric Power Company, Inc., Augusta Acquisition Corporation and Central and South West Corporation (Incorporated by reference to Exhibit 10(f) to Annual Report on Form 10-K of American Electric Power Company, Inc. for the fiscal year ended December 31, 1997). 2(b) Amendment No. 1, dated as of December 31, 1999, to the Agreement and Plan of Merger (Incorporated by reference to Exhibit 10 to Current Report on Form 8-K of American Electric Power Company, Inc. dated December 15, 1999). 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. Registrant By: /s/ Armando A. Pena Armando A. Pena Treasurer of the Registrant June 15, 2000 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 2(a) Agreement and Plan of Merger, dated as of December 21, 1997, By and Among American Electric Power Company, Inc., Augusta Acquisition Corporation and Central and South West Corporation (Incorporated by reference to Exhibit 10(f) to Annual Report on Form 10-K of American Electric Power Company, Inc. for the fiscal year ended December 31, 1997). 2(b) Amendment No. 1, dated as of December 31, 1999, to the Agreement and Plan of Merger (Incorporated by reference to Exhibit 10 to Current Report on Form 8-K of American Electric Power Company, Inc. dated December 15, 1999).