PROSPECTUS SUPPLEMENT
(To prospectus dated July 2, 2001)
$300,000,000
INDIANA MICHIGAN POWER COMPANY
6.125% Senior Notes, Series C, due 2006
Interest on the Senior Notes is payable semi-annually on June 15 and
December 15 of each year, beginning June 15, 2002. The Senior Notes will
mature on December 15, 2006. We may redeem the Senior Notes at our option at
any time either as a whole or in part at the redemption price described on
page S-4. The Senior Notes do not have the benefit of any sinking fund.
The Senior Notes are unsecured and rank equally with all of our other
unsecured and unsubordinated indebtedness from time to time outstanding and
will be effectively subordinated to all of our secured debt from time to time
outstanding, including $265,000,000 of outstanding first mortgage bonds as of
September 30, 2001. We will issue the Senior Notes only in registered form
in multiples of $1,000.
Per Note Total
Public offering price 99.931% $299,793,000
Underwriting discount .600% $ 1,800,000
Proceeds, before expenses,
to Indiana Michigan Power Company 99.331% $297,993,000
Neither the U.S. Securities and Exchange Commission nor any state
securities commission has approved or disapproved of the Senior Notes or
determined that this prospectus supplement or the accompanying prospectus is
accurate or complete. Any representation to the contrary is a criminal
offense.
The Senior Notes will be ready for delivery in book-entry form only
through The Depository Trust Company on or about December 12, 2001.
Joint Book-Running Managers
BANC OF AMERICA SECURITIES LLC BARCLAYS CAPITAL
Co-Managers
TD SECURITIES WESTDEUTSCHE LANDESBANK GIROZENTRALE
The date of this prospectus supplement is December 5, 2001.
You should rely only on the information incorporated by reference or
provided in this prospectus supplement or the accompanying prospectus. We
have not authorized anyone to provide you with different information. We are
not making an offer of these securities in any state where the offer is not
permitted. You should not assume that the information in this prospectus
supplement is accurate as of any date other than the date on the front of the
document.
Page
TABLE OF CONTENTS
Prospectus Supplement
SUPPLEMENTAL DESCRIPTION OF THE SENIOR NOTES ............ S-3
USE OF PROCEEDS............................................... S-4
UNDERWRITING.................................................. S-4
Prospectus
WHERE YOU CAN FIND MORE INFORMATION............................... 2
THE COMPANY....................................................... 2
PROSPECTUS SUPPLEMENTS............................................ 2
RATIO OF EARNINGS TO FIXED CHARGES................................ 3
USE OF PROCEEDS .................................................. 3
DESCRIPTION OF THE NOTES ......................................... 3
PLAN OF DISTRIBUTION.............................................. 8
LEGAL OPINIONS.................................................... 9
EXPERTS........................................................... 9
SUPPLEMENTAL DESCRIPTION OF THE SENIOR NOTES
The following description of the particular terms of the Senior Notes
supplements and in certain instances replaces the description of the general
terms and provisions of the Senior Notes under "Description of the Notes" in
the accompanying Prospectus. We will issue the Senior Notes under an
Indenture, dated as of October 1, 1998, between us and The Bank of New York,
as Trustee, as supplemented and amended and as to be further supplemented and
amended.
Principal Amount, Maturity and Interest
The Senior Notes will initially be issued in an aggregate principal
amount of $300,000,000. We may, without consent of the holders of the Senior
Notes, issue additional notes having the same ranking, interest rate,
maturity and other terms as the Senior Notes. These notes, together with the
Senior Notes, will be a single series of notes under the Indenture.
The Senior Notes will mature and become due and payable, together with
any accrued and unpaid interest, on December 15, 2006 and will bear interest
at the rate of 6.125% per year from December 12, 2001 until December 15,
2006. The Senior Notes are not subject to any sinking fund provision.
Interest on each Senior Note will be payable semi-annually in arrears on
each June 15 and December 15 and at redemption, if any, or maturity. The
initial interest payment date is June 15, 2002. Each payment of interest
shall include interest accrued through the day before such interest payment
date. Interest on the Senior Notes will be computed on the basis of a
360-day year consisting of twelve 30-day months.
We will pay interest on the Senior Notes (other than interest payable at
redemption, if any, or maturity) in immediately available funds to the owners
of the Senior Notes as of the Regular Record Date (as defined below) for each
interest payment date.
We will pay the principal of the Senior Notes and any premium and
interest payable at redemption, if any, or at maturity in immediately
available funds at the office of The Bank of New York, 5 Penn Plaza in New
York, New York.
If any interest payment date, redemption date or the maturity is not a
Business Day (as defined below), we will pay all amounts due on the next
succeeding Business Day and no additional interest will be paid.
The "Regular Record Date" will be the June 1 or December 1 prior to the
relevant interest payment date.
"Business Day" means any day that is not a day on which banking
institutions in New York City are authorized or required by law or regulation
to close.
Optional Redemption
We may redeem the Senior Notes at our option at any time, upon no more
than 60 and not less than 30 days' notice by mail. We may redeem the Senior
Notes either as a whole or in part at a redemption price equal to the greater
of (1) 100% of the principal amount of the Senior Notes being redeemed and
(2) the sum of the present values of the remaining scheduled payments of
principal and interest on the Senior Notes being redeemed (excluding the
portion of any such interest accrued to the date of redemption) discounted
(for purposes of determining present value) to the redemption date on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate (as defined below) plus 25 basis points, plus,
in each case, accrued interest thereon to the date of redemption.
"Treasury Rate" means, with respect to any redemption date, the rate per
year equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed
as a percentage of its principal amount) equal to the Comparable Treasury
Price for such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable
to the remaining term of the Senior Notes that would be utilized, at the time
of selection and in accordance with customary financial practice, in pricing
new issues of corporate debt securities of comparable maturity to the
remaining term of the Senior Notes.
"Comparable Treasury Price" means, with respect to any redemption date,
(1) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
Business Day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal
Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for
U.S. Government Securities" or (2) if such release (or any successor release)
is not published or does not contain such prices on such third Business Day,
the Reference Treasury Dealer Quotation for such redemption date.
"Independent Investment Banker" means one of the Reference Treasury
Dealers appointed by us and reasonably acceptable to the Trustee.
"Reference Treasury Dealer" means a primary U.S. Government Securities
Dealer in New York City selected by us and reasonably acceptable to the
Trustee.
"Reference Treasury Dealer Quotation" means, with respect to the
Reference Treasury Dealer and any redemption date, the average, as determined
by the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at or before 5:00
p.m., New York City time, on the third Business Day preceding such redemption
date.
USE OF PROCEEDS
The net proceeds from the sale of the notes will be used to repay
short-term debt. At September 30, 2001, approximately $214,420,000 of
short-term debt was outstanding. If we do not use the net proceeds
immediately, we will temporarily invest them in short-term, interest-bearing
obligations.
UNDERWRITING
Subject to the terms and conditions of the Underwriting Agreement, we
have agreed to sell to each of the underwriters named below and each of the
underwriters has severally agreed to purchase from us the respective
principal amount of Senior Notes set forth opposite its name below:
Principal Amount
Underwriter of Senior Notes
Banc of America Securities LLC $120,000,000
Barclays Capital Inc...... 120,000,000
TD Securities (USA) Inc... 30,000,000
Westdeutsche Landesbank Girozentrale
(Duseldorf).............. 30,000,000
$300,000,000
In the Underwriting Agreement, the underwriters have agreed to the terms
and conditions to purchase all of the Senior Notes offered if any of the
Senior Notes are purchased.
The expenses associated with the offer and sale of the Senior Notes are
expected to be approximately $337,364.
The underwriters propose to offer the Senior Notes to the public at the
initial public offering price set forth on the cover page of this prospectus
supplement and to certain dealers at such price less a concession not in
excess of .35% per Senior Note. The underwriters may allow, and such dealers
may reallow, a discount not in excess of .25% per Senior Note to certain
other dealers. After the initial public offering, the public offering price,
concession and discount may be changed.
Prior to this offering, there has been no public market for the Senior
Notes. The Senior Notes will not be listed on any securities exchange. The
underwriters have advised us that they intend to make a market in the Senior
Notes. The underwriters will have no obligation to make a market in the
Senior Notes, however, and may cease market making activities, if commenced,
at any time. There can be no assurance of a secondary market for the Senior
Notes, or that the Senior Notes may be resold.
We have agreed to indemnify the underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
In connection with the offering, the underwriters may purchase and sell
the Senior Notes in the open market. These transactions may include
over-allotment and stabilizing transactions and purchases to cover syndicate
short positions created in connection with the offering. Stabilizing
transactions consist of certain bids or purchases for the purposes of
preventing or retarding a decline in the market price of the Senior Notes and
syndicate short positions involve the sale by the underwriters of a greater
number of Senior Notes than they are required to purchase from us in the
offering. The underwriters also may impose a penalty bid, whereby selling
concessions allowed to syndicate members or other broker dealers in respect
of the securities sold in the offering for their account may be reclaimed by
the syndicate if such Senior Notes are repurchased by the syndicate in
stabilizing or covering transactions. These activities may stabilize,
maintain or otherwise affect the market price of the Senior Notes, which may
be higher than the price that might otherwise prevail in the open market; and
these activities, if commenced, may be discontinued at any time. These
transactions may be effected in the over-the-counter market or otherwise.
Some of the underwriters or their affiliates engage in transactions
with, and have performed services for, us and our affiliates in the ordinary
course of business.
The information in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed with
the Securities and Exchange Commission is effective. This prospectus is not
an offer to sell these securities and is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
PROSPECTUS
Indiana Michigan Power Company
One SUMMIT SQUARE
FORT WAYNE, INDIANA 46801
(219)425-2111
$550,000,000
UNSECURED NOTES
TERMS OF SALE
The following terms may apply to the notes that we may sell at one or more
times. A pricing supplement will include the final terms for each note. If
we decide to list upon issuance any note or notes on a securities exchange, a
pricing supplement will identify the exchange and state when we expect
trading could begin.
- Mature 9 months to 50 years
- Fixed or floating interest rate
- Remarketing features
- Certificate or book-entry form
- Subject to redemption
- Not convertible, amortized or subject to a sinking fund
- Interest paid on fixed rate notes quarterly or semi-annually
- Interest paid on floating rate notes monthly, quarterly,
semi-annually, or annually
- Issued in multiples of a minimum denomination
The notes have not been approved by the SEC or any state securities
commission, nor have these organizations determined that this prospectus is
accurate or complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus is July 2, 2001.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of a registration statement we filed with the
SEC. We also file annual, quarterly and special reports and other information
with the SEC. You may read and copy any document we file at the SEC's Public
Reference Room at 450 Fifth Street, N. W., Washington, D.C. 20549. Please
call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. You may also examine our SEC filings through the SEC's web
site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference
is considered to be part of this prospectus, and later information that we
file with the SEC will automatically update and supersede this information.
We incorporate by reference the document listed below and any future filings
made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 until we sell all the notes.
- Annual Report on Form 10-K for the year ended December 31, 2000.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
Mr. G. C. Dean
American Electric Power Service Corporation
1 Riverside Plaza
Columbus, Ohio 43215
614-223-1000
You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement. We have not authorized anyone
else to provide you with different information. We are not making an offer of
these notes in any state where the offer is not permitted. You should not
assume that the information in this prospectus or any supplement is accurate
as of any date other than the date on the front of those documents.
THE COMPANY
We generate, sell, purchase, transmit and distribute electric power. We
serve approximately 565,000 retail customers in northern and eastern Indiana
and a portion of southwestern Michigan. We also sell and transmit power at
wholesale to other electric utilities, municipalities, electric cooperatives
and power marketers engaged in the wholesale power market. Our principal
executive offices are located at One Summit Square, Fort Wayne, Indiana
46801 (telephone number 219-425-2111). We are a subsidiary of American
Electric Power Company, Inc., a public utility holding company, and we are a
part of the American Electric Power integrated utility system. The executive
offices of American Electric Power Company, Inc. are located at 1 Riverside
Plaza, Columbus, Ohio 43215 (telephone number 614-223-1000).
PROSPECTUS SUPPLEMENTS
We may provide information to you about the notes in up to three
separate documents that progressively provide more detail: (a) this
prospectus provides general information some of which may not apply to your
notes, (b) the accompanying prospectus supplement provides more specific
terms of your notes, and (c) if not included in the accompanying a prospectus
supplement, pricing supplement will provide the final terms of your notes.
It is important for you to consider the information contained in this
prospectus, the prospectus supplement and any pricing supplement in making
your investment decision.
RATIO OF EARNINGS TO FIXED CHARGES
The Ratio of Earnings to Fixed Charges for each of the periods indicated
is as follows:
Twelve Months
Period Ended Ratio
December 31, 1996..... 2.62
December 31, 1997..... 2.55
December 31, 1998..... 1.98
December 31, 1999..... 1.27
December 31, 2000..... 0.34
For current information on the Ratio of Earnings to Fixed Charges,
please see our most recent Form 10-K and 10-Q. See Where You Can Find More
Information.
USE OF PROCEEDS
Unless otherwise stated in a prospectus supplement, the net proceeds
from the sale of the notes will be used for general corporate purposes
relating to our utility business. These purposes include redeeming or
repurchasing outstanding debt or preferred stock and replenishing working
capital. If we do not use the net proceeds immediately, we temporarily
invest them in short-term, interest-bearing obligations. We estimate that
our construction costs in 2001 will approximate $127,852,000. At April 6,
2001, our outstanding short-term debt was $265,161,000.
DESCRIPTION OF THE NOTES
General
We will issue the notes under an Indenture dated October 1, 1998 (as
previously supplemented and amended) between us and the Trustee, The Bank of
New York. This prospectus briefly outlines some provisions of the
Indenture. If you would like more information on these provisions, you
should review the Indenture and any supplemental indentures or company orders
that we have filed or will file with the SEC. See Where You Can Find More
Information on how to locate these documents. You may also review these
documents at the Trustee's offices at 101 Barclay Street, New York, New York.
The Indenture does not limit the amount of notes that may be issued.
The Indenture permits us to issue notes in one or more series or tranches
upon the approval of our board of directors and as described in one or more
company orders or supplemental indentures. Each series of notes may differ
as to their terms. The Indenture also gives us the ability to reopen a
previous issue of a series of notes and issue additional notes of such series.
The notes are unsecured and will rank equally with all our unsecured
unsubordinated debt. Substantially all of our fixed properties and
franchises are subject to the lien of our first mortgage bonds issued under
and secured by an Indenture of Mortgage and Deed of Trust, dated as of June
1, 1939, as previously supplemented and amended, between us and The Bank of
New York, formerly Irving Trust Company, as trustee. For current information
on our debt outstanding see our most recent Form 10-K and 10-Q. See Where
You Can Find More Information.
The notes will be denominated in U.S. dollars and we will pay principal
and interest in U.S. dollars. Unless an applicable pricing or prospectus
supplement states otherwise, the notes will not be subject to any conversion,
amortization, or sinking fund. We expect that the notes will be
"book-entry," represented by a permanent global note registered in the name
of The Depository Trust Company, or its nominee. We reserve the right,
however, to issue note certificates registered in the name of the noteholders.
In the discussion that follows, whenever we talk about paying principal
on the notes, we mean at maturity or redemption. Also, in discussing the time
for notices and how the different interest rates are calculated, all times
are New York City time and all references to New York mean the City of New
York, unless otherwise noted.
The following terms may apply to each note as specified in the
applicable pricing or prospectus supplement and the note.
Redemptions
If we issue redeemable notes, we may redeem such notes at our option
unless an applicable pricing or prospectus supplement states otherwise. The
pricing or prospectus supplement will state the terms of redemption. We may
redeem notes in whole or in part by delivering written notice to the
noteholders no more than 60, and not less than 30, days prior to redemption.
If we do not redeem all the notes of a series at one time, the Trustee
selects the notes to be redeemed in a manner it determines to be fair.
Remarketed Notes
If we issue notes with remarketing features, an applicable pricing or
prospectus supplement will describe the terms for the notes including:
interest rate, remarketing provisions, our right to redeem notes, the
holders' right to tender notes, and any other provisions.
Book-Entry Notes - Registration, Transfer, and Payment of Interest and
Principal
Unless otherwise stated in a prospectus supplement, book-entry notes of
a series will be issued in the form of a global note that the Trustee will
deposit with The Depository Trust Company, New York, New York ("DTC"). This
means that we will not issue note certificates to each holder. One or more
global notes will be issued to DTC who will keep a computerized record of its
participants (for example, your broker) whose clients have purchased the
notes. The participant will then keep a record of its clients who purchased
the notes. Unless it is exchanged in whole or in part for a note
certificate, a global note may not be transferred, except that DTC, its
nominees, and their successors may transfer a global note as a whole to one
another.
Beneficial interests in global notes will be shown on, and transfers of
global notes will be made only through, records maintained by DTC and its
participants.
DTC has provided us the following information: DTC is a limited-purpose
trust company organized under the New York Banking Law, a "banking
organization" within the meaning of the New York Banking Law, a member of the
United States Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code and a "clearing agency"
registered under the provisions of Section 17A of the Securities Exchange Act
of 1934. DTC holds securities that its participants ("Direct Participants")
deposit with DTC. DTC also records the settlement among Direct Participants
of securities transactions, such as transfers and pledges, in deposited
securities through computerized records for Direct Participant's accounts.
This eliminates the need to exchange note certificates. Direct Participants
include securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations.
Other organizations such as securities brokers and dealers, banks and
trust companies that work through a Direct Participant also use DTC's
book-entry system. The rules that apply to DTC and its participants are on
file with the SEC.
A number of its Direct Participants and the New York Stock Exchange,
Inc., The American Stock Exchange, Inc. and the National Association of
Securities Dealers, Inc. own DTC.
We will wire principal and interest payments to DTC's nominee. We and
the Trustee will treat DTC's nominee as the owner of the global notes for all
purposes. Accordingly, we, the Trustee and any paying agent will have no
direct responsibility or liability to pay amounts due on the global notes to
owners of beneficial interests in the global notes.
It is DTC's current practice, upon receipt of any payment of principal
or interest, to credit Direct Participants' accounts on the payment date
according to their respective holdings of beneficial interests in the global
notes as shown on DTC's records. In addition, it is DTC's current practice
to assign any consenting or voting rights to Direct Participants whose
accounts are credited with notes on a record date. The customary practices
between the participants and owners of beneficial interests will govern
payments by participants to owners of beneficial interests in the global
notes and voting by participants, as is the case with notes held for the
account of customers registered in "street name." However, payments will be
the responsibility of the participants and not of DTC, the Trustee or us.
According to DTC, the foregoing information with respect to DTC has been
provided to the Direct Participant and other members of the financial
community for informational purposes only and is not intended to serve as a
representation, warranty or contract modification of any kind.
Notes represented by a global note will be exchangeable for note
certificates with the same terms in authorized denominations only if:
DTC notifies us that it is unwilling or unable to continue as depositary
or if DTC ceases to be a clearing agency registered under applicable law
and a successor depositary is not appointed by us within 90 days; or
we determine not to require all of the notes of a series to be represented
by a global note and notify the Trustee of our decision.
Note Certificates-Registration, Transfer, and Payment of Interest and
Principal
If we issue note certificates, they will be registered in the name of
the noteholder. The notes may be transferred or exchanged, pursuant to
administrative procedures in the indenture, without the payment of any
service charge (other than any tax or other governmental charge) by
contacting the paying agent. Payments on note certificates will be made by
check.
Interest Rate
The interest rate on the notes will either be fixed or floating. The
interest paid will include interest accrued to, but excluding, the date of
maturity or redemption. Interest is generally payable to the person in whose
name the note is registered at the close of business on the record date
before each interest payment date. Interest payable at maturity or
redemption, however, will be payable to the person to whom principal is
payable.
If we issue a note after a record date but on or prior to the related
interest payment date, we will pay the first interest payment on the interest
payment date after the next record date. We will pay interest payments by
check or wire transfer, at our option.
Fixed Rate Notes
A pricing or prospectus supplement will designate the record dates,
payment dates and the fixed rate of interest payable on a note. We will pay
interest monthly, quarterly or semi-annually, and upon maturity or
redemption. Unless an applicable pricing or prospectus supplement states
otherwise, if any payment date falls on a day that is not a business day, we
will pay interest on the next business day and no additional interest will be
paid. Interest payments will be the amount of interest accrued to, but
excluding, each payment date. Interest will be computed using a 360-day year
of twelve 30-day months.
Floating Rate Notes
Each floating rate note will have an interest rate formula. The
applicable pricing supplement will state the initial interest rate or
interest rate formula on each note effective until the first interest reset
date. The applicable pricing or prospectus supplement will state the method
and dates on which the interest rate will be determined, reset and paid.
Events of Default
"Event of Default" means any of the following:
- failure to pay for three business days the principal of (or premium,
if any, on) any note of a series when due and payable;
- failure to pay for 30 days any interest on any note of any series when
due and payable;
- failure to perform any other requirements in such notes, or in the
Indenture in regard to such notes, for 90 days after notice;
- certain events of bankruptcy or insolvency; or
- any other event of default specified in a series of notes.
An Event of Default for a particular series of notes does not
necessarily mean that an Event of Default has occurred for any other series
of notes issued under the Indenture. If an Event of Default occurs and
continues, the Trustee or the holders of at least 33% of the principal amount
of the notes of the series affected may require us to repay the entire
principal of the notes of such series immediately ("Repayment
Acceleration"). In most instances, the holders of at least a majority in
aggregate principal amount of the notes of the affected series may rescind a
previously triggered Repayment Acceleration. However, if we cause an Event of
Default because we have failed to pay (unaccelerated) principal, premium, if
any, or interest, Repayment Acceleration may be rescinded only if we have
first cured our default by depositing with the Trustee enough money to pay
all (unaccelerated) past due amounts and penalties, if any.
The Trustee must within 90 days after a default occurs, notify the
holders of the notes of the series of default unless such default has been
cured or waived. We are required to file an annual certificate with the
Trustee, signed by an officer, concerning any default by us under any
provisions of the Indenture.
Subject to the provisions of the Indenture relating to its duties in
case of default, the Trustee shall be under no obligation to exercise any of
its rights or powers under the Indenture at the request, order or direction
of any holders unless such holders offer the Trustee reasonable indemnity.
Subject to the provisions for indemnification, the holders of a majority in
principal amount of the notes of any series may direct the time, method and
place of conducting any proceedings for any remedy available to, or
exercising any trust or power conferred on, the Trustee with respect to such
notes.
Modification of Indenture
Under the Indenture, our rights and obligations and the rights of the
holders of any notes may be changed. Any change affecting the rights of the
holders of any series of notes requires the consent of the holders of not
less than a majority in aggregate principal amount of the outstanding notes
of all series affected by the change, voting as one class. However, we
cannot change the terms of payment of principal or interest, or a reduction
in the percentage required for changes or a waiver of default, unless the
holder consents. We may issue additional series of notes and take other
action that does not affect the rights of holders of any series by executing
supplemental indentures without the consent of any noteholders.
Consolidation, Merger or Sale
We may merge or consolidate with any corporation or sell substantially
all of our assets as an entirety as long as the successor or purchaser
expressly assumes the payment of principal, and premium, if any, and interest
on the notes.
Legal Defeasance
We will be discharged from our obligations on the notes of any series at
any time if:
- we deposit with the Trustee sufficient cash or government securities
to pay the principal, interest, any premium and any other sums due to
the stated maturity date or a redemption date of the note of the series,
and
- we deliver to the Trustee an opinion of counsel stating that the
federal income tax obligations of noteholders of that series will not
change as a result of our performing the action described above.
If this happens, the noteholders of the series will not be entitled to
the benefits of the Indenture except for registration of transfer and
exchange of notes and replacement of lost, stolen or mutilated notes.
Covenant Defeasance
We will be discharged from our obligations under any restrictive
covenant applicable to the notes of a particular series if we perform both
actions described above. See Legal Defeasance. If this happens, any later
breach of that particular restrictive covenant will not result in Repayment
Acceleration. If we cause an Event of Default apart from breaching that
restrictive covenant, there may not be sufficient money or government
obligations on deposit with the Trustee to pay all amounts due on the notes
of that series. In that instance, we would remain liable for such amounts.
Governing Law
The Indenture and notes of all series will be governed by the laws of
the State of New York.
Concerning the Trustee
We and our affiliates use or will use some of the banking services of
the Trustee and other services of its affiliates in the normal course of
business.
PLAN OF DISTRIBUTION
We may sell the notes (a) through agents; (b) through underwriters or
dealers; or (c) directly to one or more purchasers.
By Agents
Notes may be sold on a continuing basis through agents designated by
us. The agents will agree to use their reasonable efforts to solicit
purchases for the period of their appointment.
Unless the prospectus supplement or any pricing supplement states
otherwise, the notes will be sold to the public at 100% of their principal
amount. Agents will receive commissions from .125% to .750% of the principal
amount per note depending on the maturity of the note they sell.
The Agents will not be obligated to make a market in the notes. We
cannot predict the amount of trading or liquidity of the notes.
By Underwriters
If underwriters are used in the sale, the underwriters will acquire the
notes for their own account. The underwriters may resell the notes in one or
more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. The
obligations of the underwriters to purchase the notes will be subject to
certain conditions. The underwriters will be obligated to purchase all the
notes of the series offered if any of the notes are purchased. Any initial
public offering price and any discounts or concessions allowed or re-allowed
or paid to dealers may be changed from time to time.
Direct Sales
We may also sell notes directly. In this case, no underwriters or
agents would be involved.
General Information
Underwriters, dealers, and agents that participate in the distribution
of the notes may be underwriters as defined in the Securities Act of 1933
(the "Act"), and any discounts or commissions received by them from us and
any profit on the resale of the notes by them may be treated as underwriting
discounts and commissions under the Act.
We may have agreements with the underwriters, dealers and agents to
indemnify them against certain civil liabilities, including liabilities under
the Act.
Underwriters, dealers and agents may engage in transactions with, or
perform services for, us or our affiliates in the ordinary course of their
businesses.
LEGAL OPINIONS
Our counsel, Simpson Thacher & Bartlett, New York, NY, and one of our
lawyers will each issue an opinion about the legality of the notes for us.
Dewey Ballantine LLP, New York, NY will issue an opinion for the agents or
underwriters. From time to time, Dewey Ballantine LLP acts as counsel to our
affiliates for some matters.
EXPERTS
The financial statements and the related financial statement schedule
incorporated in this prospectus by reference from the Company's Annual Report
on Form 10-K for the year ended December 31, 2000 have been audited by
Deloitte & Touche llp, independent auditors, as stated in their reports,
which are incorporated herein by reference, and have been so incorporated in
reliance upon the reports of such firm given upon their authority as experts
in accounting and auditing.
INDIANA MICHIGAN POWER COMPANY
6.125% Senior Notes, Series C, due 2006
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PROSPECTUS SUPPLEMENT
December 5, 2001
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BANC OF AMERICA SECURITIES LLC
BARCLAYS CAPITAL
TD SECURITIES
WESTDEUTSCHE LANDESBANK GIROZENTRALE