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: December 16, 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) 716-1000
Item 7. Financial Statements and Exhibits.
The Exhibit Index on page 3 is incorporated herein by reference.
Item 9. Regulation FD Disclosure.
The information, including the exhibit attached hereto, in this Current
Report is being furnished and shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section. The information in this Current
Report shall not be incorporated by reference into any registration statement or
other document pursuant to the Securities Act of 1933, except as otherwise
stated in such filing.
Attached and incorporated herein by reference as Exhibit 99 is a copy of
the press release of American Electric Power Company, Inc. regarding the
election of Michael G. Morris as President and Chief Executive Officer, dated
December 16, 2003.
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
December 16, 2003
EXHIBIT INDEX
Exhibit No. Description
99 Press Release issued by American Electric Power Company, Inc.,
dated December 16, 2003.
FOR FURTHER INFORMATION CONTACT
Media: Melissa McHenry
Manager, Corporate Media Relations
614/716-1120
Analysts: Bette Jo Rozsa
Managing Director, Investor Relations
614/716-2840
FOR IMMEDIATE RELEASE
AEP BOARD ELECTS MICHAEL G. MORRIS PRESIDENT, CHIEF EXECUTIVE OFFICER AND
CHAIRMAN ELECT
COLUMBUS, Dec. 16, 2003 -- American Electric Power's (NYSE: AEP) Board of
Directors has elected Michael G. Morris to succeed E. Linn Draper Jr. as
president and chief executive officer effective Jan. 1, 2004. Morris will also
succeed Draper as AEP chairman upon Draper's retirement from that position on or
before April 27, 2004, the scheduled date of the company's annual meeting of
shareholders.
Morris, 57, will join AEP from Northeast Utilities System, where he has
been chairman, president and chief executive officer since 1997. His selection
caps a search process that began when Draper announced in April 2003 that he
intended to retire in 2004.
"I'm very excited to have the opportunity to lead AEP, a company with
great talent and strength and even greater potential," Morris said. "In the
coming months, I will be assessing how best to build upon AEP's rich tradition
to achieve great things for our customers, investors, employees and the states
wherein we do business."
Lester A. Hudson Jr., presiding director of AEP's board, said that Morris'
strong leadership qualities and knowledge of the energy industry make him an
excellent choice to lead AEP. "The Board of Directors has every confidence that
Mike Morris is the ideal candidate to continue AEP's focus on utility operations
while strengthening the balance sheet and developing a strategy to take the
company to new levels of success."
Hudson acknowledged the efforts of the Human Resources Committee of the
Board of Directors in conducting a successful and timely search. The executive
search firm of Russell Reynolds assisted the committee.
Draper said that Morris' character and stature in the energy industry have
distinguished him among his peers. "I have had the pleasure of knowing and
working with Mike Morris for many years," Draper said. "He's extremely
well-suited to make the most of the opportunities ahead for AEP."
Before joining Northeast Utilities, Morris was president and chief
executive officer of Consumers Energy, the principal subsidiary of CMS Energy,
and president of CMS Marketing, Services and Trading. Previously, Morris served
as president of Colorado Interstate Gas Co. (CIG) and as executive vice
president of marketing, transportation and gas supply for ANR Pipeline Co., both
of which are subsidiaries of El Paso Energy. Morris also founded and served as
president of ANR Gathering Co., one of the first gas marketing companies in the
United States.
Morris serves on the U.S. Department of Energy's Electricity Advisory
Board, the National Governors Association's Task Force on Electricity
Infrastructure, and the Connecticut Governor's Council on Economic
Competitiveness & Technology. He is a trustee of the Bushnell Overseers and the
Board of Regents of Eastern Michigan University. He is also a director of St.
Francis Care Inc., Nuclear Electric Insurance Limited, American Gas Association,
Spinnaker Exploration, Flint Ink Corp., Webster Financial Corp. and Cincinnati
Bell. He is second vice chair for the Edison Electric Institute, and past
chairman of the Board of the Connecticut Business & Industry Association.
Morris was born in Fremont, Ohio, and graduated from Eastern Michigan
University with both bachelor's and master's degrees in science. He was
appointed to the Board of Regents at the university in February 1997. In 1995 he
received the university's Distinguished Alumnus Award. While an undergraduate,
Morris served as president of the Delta Sigma Phi Fraternity. During his
graduate years, he was commander of the ROTC Brigade. After he graduated in
1973, he worked in the environmental department of Commonwealth Associates,
where he prepared environmental impact statements for electric utility
transmission lines, natural gas and oil pipelines and power plants.
Morris received a law degree, cum laude, from the Detroit College of Law
and is a member of the Michigan Bar Association. He is a past member of the
Board of the Detroit College of Law, the Institute of Gas Technology, Eastern
Michigan University Foundation, the Olivet College Leadership Advisory Council,
and the Library of the Michigan Foundation.
Morris and his wife, Linda, have been married for 33 years and have two
sons. Ryan, 24, is a graduate of the University of Colorado, where Justin, 21,
is in his third year. They reside in Essex, Conn.
WEBCAST OF CONFERENCE CALLS
American Electric Power has scheduled conference call discussions with Mike
Morris for analysts and media. The call for analysts will begin at 10:30 a.m.,
EST. The media call will begin at 1 p.m., EST. Both calls will be broadcast live
over the Internet, with audio available for the analysts' call at
http://www.firstcallevents.com/service/ajwz394990012gf12.html. Audio for the
media call will be available at http://www.aep.com/go/webcasts.
The calls will be archived on http://www.aep.com for use by those unable to
listen during the live webcasts.
Minimum requirements to listen to the broadcasts: The Windows Media Player soft-
ware, free fromhttp://www.microsoft.com/windows/windowsmedia/EN/default.asp, and
at least a 28.8Kbps connection to the Internet.
American Electric Power owns and operates more than 42,000 megawatts of
generating capacity in the United States and select international markets and is
the largest electricity generator in the U.S. AEP is also one of the largest
electric utilities in the United States, with almost 5 million customers linked
to AEP's 11-state electricity transmission and distribution grid. The company is
based in Columbus, Ohio.
The comments set forth above include forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934. Although AEP and
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; abnormal weather conditions; available sources and costs of
fuels; availability of generating capacity; the speed and degree to which
competition is introduced to the company's service territories; the ability to
recover stranded costs in connection with deregulation; new legislation and
government regulation including requirements for reduced emissions of sulfur,
nitrogen, carbon and other substances; pending and future rate cases and
negotiations; oversight and/or investigation of the energy sector or its
participants; the company's ability to successfully control costs; the success
of disposing of existing investments that no longer match the company's
corporate profile; international and country-specific developments affecting
foreign investments including the disposition of any current foreign
investments; the economic climate and growth in the company's service territory
and changes in market demand and demographic patterns; inflationary trends;
accounting pronouncements periodically issued by accounting standard-setting
bodies; the performance of AEP's pension plan; electricity and gas market
prices; interest rates; liquidity in the banking, capital and wholesale power
markets; actions of rating agencies; changes in technology, including the
increased use of distributed generation within the company's transmission and
distribution service territory; and other risks and unforeseen events, including
wars, the effects of terrorism, embargoes and other catastrophic events.
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