Registration No. 333-
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
INDIANA MICHIGAN POWER COMPANY
(Exact name of registrant as specified in its charter)
Indiana 35-0410455
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
One Summit Square, Fort Wayne, Indiana 46801
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 219-425-2111
ARMANDO A. PENA, Treasurer
AMERICAN ELECTRIC POWER SERVICE CORPORATION
1 Riverside Plaza
Columbus, Ohio 43215
614-223-2850
(Name, address and telephone number of agent for service)
It is respectfully requested that the Commission send copies
of all notices, orders and communications to:
Simpson Thacher & Bartlett Dewey Ballantine
425 Lexington Avenue 1301 Avenue of the Americas
New York, NY 10017-3909 New York, NY 10019-6092
Attention: James M. Cotter Attention: E. N. Ellis, IV
_______________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
At such time or times after the effective date of the Registra-
tion Statement as the registrant shall determine.
______________
IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE
BEING OFFERED PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT
PLANS, PLEASE CHECK THE FOLLOWING BOX. [ ]
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE
TO BE OFFERED ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE
415 UNDER THE SECURITIES ACT OF 1933, OTHER THAN SECURITIES
OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST REINVESTMENT
PLANS, PLEASE CHECK THE FOLLOWING BOX. [X]
IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR
AN OFFERING PURSUANT TO RULE 462(B) UNDER THE SECURITIES ACT,
PLEASE CHECK THE FOLLOWING BOX AND LIST THE SECURITIES ACT
REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE
REGISTRATION STATEMENT FOR THE SAME OFFERING. [ ]
IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO
RULE 462(C) UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND
LIST THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF THE
EARLIER EFFECTIVE REGISTRATION STATEMENT FOR THE SAME OFFERING.
[ ]
IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE
PURSUANT TO RULE 434, PLEASE CHECK THE FOLLOWING BOX. [ ]
CALCULATION OF REGISTRATION FEE
Title of Each Proposed Proposed
Class of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Unit Price* Fee
- ------------- ---------- ---------- ----------- -----------
Junior
Subordinated $75,000,000 100% $75,000,000 $22,728
*Estimated solely for purpose of calculating the registration
fee.
_______________
The registrant hereby amends this registration statement on
such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment which
specifically states that this registration statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, or until the registration statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
_________________________________________________________________
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMEND-
MENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS
BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE
SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED
PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE.
THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF
THESE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICI-
TATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALI-
FICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
SUBJECT TO COMPLETION, DATED FEBRUARY __, 1997
PROSPECTUS
INDIANA MICHIGAN POWER COMPANY
$75,000,000
JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES
Indiana Michigan Power Company (the "Company") intends to
offer, from time to time, up to $75,000,000 aggregate principal
amount of its Junior Subordinated Deferrable Interest Debentures
(the "New Junior Subordinated Debentures"). The New Junior Sub-
ordinated Debentures will be offered in one or more series in
amounts, at prices and on terms to be determined at the time or
times of sale. The title, aggregate principal amount, denomina-
tion, interest rate (or manner of calculation thereof), time of
payment of interest, maturity, initial public offering price, if
any, redemption provisions, if any, any listing on a securities
exchange and other specific terms of each series of New Junior
Subordinated Debentures in respect of which this Prospectus is
being delivered will be set forth in an accompanying supplement
to this prospectus ("Prospectus Supplement").
Payment of the principal of, premium, if any, and interest
on the New Junior Subordinated Debentures is subordinated and
subject in right of payment to the prior payment in full of all
Senior Indebtedness of the Company. As of September 30, 1996,
outstanding Senior Indebtedness of the Company aggregated approx-
imately $877,425,000.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COM-
MISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The Company may sell the New Junior Subordinated Debentures
through underwriters, dealers or agents, or directly to one or
more institutional purchasers. A Prospectus Supplement will set
forth the names of underwriters or agents, if any, any applicable
commissions or discounts and the net proceeds to the Company from
any such sale.
The date of this Prospectus is February ___, 1997.
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED
TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CON-
TAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY
THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT RELATING HERETO,
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR
ANY UNDERWRITER, AGENT OR DEALER. NEITHER THIS PROSPECTUS NOR
THIS PROSPECTUS AS SUPPLEMENTED BY ANY PROSPECTUS SUPPLEMENT
CONSTITUTES AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO
BUY, BY ANY UNDERWRITER, AGENT OR DEALER IN ANY JURISDICTION IN
WHICH IT IS UNLAWFUL FOR SUCH UNDERWRITER, AGENT OR DEALER TO
MAKE SUCH AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS OR THIS PROSPECTUS AS SUPPLEMENTED BY ANY PROSPECTUS
SUPPLEMENT NOR ANY SALE MADE THEREUNDER SHALL, UNDER ANY CIRCUM-
STANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THEREOF.
AVAILABLE INFORMATION
THE COMPANY IS SUBJECT TO THE INFORMATIONAL REQUIREMENTS OF
THE SECURITIES EXCHANGE ACT OF 1934 (THE "1934 ACT") AND IN
ACCORDANCE THEREWITH FILES REPORTS AND OTHER INFORMATION WITH THE
SECURITIES AND EXCHANGE COMMISSION (THE "SEC"). SUCH REPORTS AND
OTHER INFORMATION MAY BE INSPECTED AND COPIED AT THE PUBLIC
REFERENCE FACILITIES MAINTAINED BY THE SEC AT 450 FIFTH STREET,
N.W., WASHINGTON, D.C., 20549; CITICORP CENTER, 500 WEST MADISON
STREET, SUITE 1400, CHICAGO, ILLINOIS, 60661; AND 7 WORLD TRADE
CENTER, 13TH FLOOR, NEW YORK, NEW YORK 10048. COPIES OF SUCH
MATERIAL CAN BE OBTAINED FROM THE PUBLIC REFERENCE SECTION OF THE
SEC, 450 FIFTH STREET, N.W., WASHINGTON, D.C. 20549 AT PRESCRIBED
RATES. THE SEC MAINTAINS A WEB SITE AT HTTP://WWW.SEC.GOV CON-
TAINING REPORTS, PROXY AND INFORMATION STATEMENTS AND OTHER
INFORMATION REGARDING REGISTRANTS THAT FILE ELECTRONICALLY WITH
THE SEC, INCLUDING THE COMPANY. CERTAIN OF THE COMPANY'S
SECURITIES ARE LISTED ON THE NEW YORK STOCK EXCHANGE AND ON THE
CHICAGO STOCK EXCHANGE, WHERE REPORTS AND OTHER INFORMATION
CONCERNING THE COMPANY MAY ALSO BE INSPECTED.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Company with the SEC
are incorporated in this Prospectus by reference:
-- The Company's Annual Report on Form 10-K for the year
ended December 31, 1995;
-- The Company's Quarterly Reports on Form 10-Q for the
periods ended March 31, 1996, June 30, 1996 and
September 30, 1996; and
-- The Company's Current Report on Form 8-K dated December
23, 1996.
All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date
of this Prospectus and prior to the termination of the offering
made by this Prospectus shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the
date of filing of such documents.
Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other
subsequently filed document which is deemed to be incorporated by
reference herein or in a Prospectus Supplement modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO
WHOM A COPY OF THIS PROSPECTUS HAS BEEN DELIVERED, ON THE WRITTEN
OR ORAL REQUEST OF ANY SUCH PERSON, A COPY OF ANY OR ALL OF THE
DOCUMENTS DESCRIBED ABOVE WHICH HAVE BEEN INCORPORATED BY REFER-
ENCE IN THIS PROSPECTUS, OTHER THAN EXHIBITS TO SUCH DOCUMENTS.
WRITTEN REQUESTS FOR COPIES OF SUCH DOCUMENTS SHOULD BE ADDRESSED
TO MR. G. C. DEAN, AMERICAN ELECTRIC POWER SERVICE CORPORATION, 1
RIVERSIDE PLAZA, COLUMBUS, OHIO 43215 (TELEPHONE NUMBER: 614-223-
1000). THE INFORMATION RELATING TO THE COMPANY CONTAINED IN THIS
PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT RELATING HERETO DOES NOT
PURPORT TO BE COMPREHENSIVE AND SHOULD BE READ TOGETHER WITH THE
INFORMATION CONTAINED IN THE DOCUMENTS INCORPORATED BY REFERENCE.
TABLE OF CONTENTS
PAGE
Available Information. . . . . . . . . . . . . . . . . . . . 2
Documents Incorporated by Reference. . . . . . . . . . . . . 2
Table of Contents. . . . . . . . . . . . . . . . . . . . . . 3
The Company. . . . . . . . . . . . . . . . . . . . . . . . . 4
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . 4
Ratio of Earnings to Fixed Charges . . . . . . . . . . . . . 4
Description of New Junior Subordinated Debentures. . . . . . 5
Recent Developments. . . . . . . . . . . . . . . . . . . . . 15
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . 15
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Plan of Distribution . . . . . . . . . . . . . . . . . . . . 15
THE COMPANY
The Company is engaged in the generation, purchase, trans-
mission and distribution of electric power to approximately
542,000 customers in northern and eastern Indiana and south-
western Michigan, and in supplying electric power at wholesale to
other electric utility companies, rural electric cooperatives and
municipalities. Its principal executive offices are located at
One Summit Square, Fort Wayne, Indiana 46801 (telephone number:
219-425-2111). The Company is a subsidiary of American Electric
Power Company, Inc. ("AEP") and is a part of the American
Electric Power integrated utility system (the "AEP System"). The
executive offices of AEP are located at 1 Riverside Plaza,
Columbus, Ohio 43215 (telephone number: 614-223-1000).
USE OF PROCEEDS
The Company proposes to use the net proceeds from the sale
of the New Junior Subordinated Debentures to refund, directly or
indirectly, its currently outstanding debt and/or cumulative pre-
ferred stock, and for working capital. Subject to certain condi-
tions, AEP has offered to purchase all of the Company's outstand-
ing cumulative preferred stock, consisting of 1,569,767 shares
issued in seven series: a 4-1/8% series, of which 119,767 shares
are outstanding; a 4.12% series, of which 40,000 shares are out-
standing; a 4.56% series, of which 60,000 shares are outstanding;
a 5.90% series, of which 400,000 shares are outstanding, a 6-1/4%
series, of which 300,000 shares are outstanding, a 6-7/8% series,
of which 300,000 shares are outstanding, and a 6.30% series, of
which 350,000 shares are outstanding. See "Recent Developments"
herein. Following the consummation of AEP's tender offer, the
Company proposes to purchase from AEP all such shares of cumula-
tive preferred stock acquired by AEP.
At February 17, 1997, the Company had approximately
$16,200,000 of short-term unsecured indebtedness outstanding.
RATIO OF EARNINGS TO FIXED CHARGES
Below is set forth the ratio of earnings to fixed charges
for each of the years in the period 1991 through 1995 and for the
twelve months ended September 30, 1996. Ratios for the period
December 31, 1991 have been restated to reflect the merger of
Michigan Power Company into the Company on February 29, 1992,
which was accounted for as a pooling of interests.
PERIOD ENDED RATIO
------------ -----
December 31, 1991 2.08
December 31, 1992 1.89
December 31, 1993 2.06
December 31, 1994 2.23
December 31, 1995 2.31
September 30, 1996 2.45
DESCRIPTION OF NEW JUNIOR SUBORDINATED DEBENTURES
The New Junior Subordinated Debentures will be issued under
an Indenture, dated as of March 1, 1996, between the Company and
The First National Bank of Chicago, as Trustee (the "Trustee"),
as heretofore supplemented and amended and as to be further sup-
plemented (the "Indenture"). Section and Article references used
herein are references to provisions of the Indenture unless
otherwise noted.
All Junior Subordinated Deferrable Interest Debentures
(including the New Junior Subordinated Debentures) issued and to
be issued under the Indenture are herein sometimes referred to as
"Junior Subordinated Debentures". Copies of the Indenture,
including the form of Supplemental Indenture pursuant to which
each series of the New Junior Subordinated Debentures will be
issued (the "new Supplemental Indenture") are filed as exhibits
to the Registration Statement.
The following statements include brief summaries of certain
provisions of the Indenture under which Junior Subordinated
Debentures have been issued. Such summaries do not purport to be
complete and reference is made to the Indenture for complete
statements of such provisions. Such summaries are qualified in
their entirety by such reference and do not relate or give effect
to provisions of statutory or common law.
GENERAL
The New Junior Subordinated Debentures will be unsecured,
subordinated obligations of the Company. The Indenture does not
limit the aggregate principal amount of Junior Subordinated
Debentures that may be issued thereunder and provides that the
Junior Subordinated Debentures may be issued thereunder from time
to time in one or more series.
A description of the following terms of each series of New
Junior Subordinated Debentures in respect of which this
Prospectus is being delivered will be contained in a Prospectus
Supplement:
(1) the title of such series of the Junior Subordi-
nated Debentures;
(2) any limit upon the aggregate principal amount of
the Junior Subordinated Debentures of that series which may
be authenticated and delivered;
(3) the date or dates on which the principal of the
Junior Subordinated Debentures of the series is payable;
(4) the rate or rates (which may be fixed or variable)
at which the Junior Subordinated Debentures of the series
shall bear interest or the manner of calculation of such
rate or rates, if any;
(5) the date or dates from which such interest shall
accrue, the Interest Payment Dates on which such interest
will be payable or the manner of determination of such
Interest Payment Dates and the record date for the determi-
nation of holders to whom interest is payable on any such
Interest Payment Dates;
(6) the right to extend the interest payment periods
and the duration of such extension;
(7) the period or periods within which, the price or
prices at which and the terms and conditions upon which,
Junior Subordinated Debentures of the series may be
redeemed, in whole or in part, at the option of the Company;
(8) the obligation, if any, of the Company to redeem
or purchase Junior Subordinated Debentures of the series
pursuant to any sinking fund or analogous provisions
(including payments made in cash in anticipation of future
sinking fund obligations) or at the option of a holder
thereof and the period or periods within which, the price or
prices at which, and the terms and conditions upon which,
Junior Subordinated Debentures of the series shall be re-
deemed or purchased, in whole or in part, pursuant to such
obligation;
(9) the denominations in which the Junior Subordinated
Debentures of the series shall be issuable;
(10) any other terms with respect to such series (which
terms shall not be inconsistent with the terms of the
Indenture); and
(11) whether the Junior Subordinated Debentures are
issuable as a Global Debenture and, in such case, the
identity of the Depository for such series. (Section 2.01).
The New Junior Subordinated Debentures may be sold at a sub-
stantial discount below their principal amount. Certain special
United States federal income tax considerations applicable to the
New Junior Subordinated Debentures sold at an original issue dis-
count may be described in the applicable Prospectus Supplement.
Except as may otherwise be described in a Prospectus Supple-
ment, the covenants contained in the Indenture would not afford
holders of New Junior Subordinated Debentures protection in the
event of a highly leveraged transaction involving the Company.
SUBORDINATION
The Indenture provides that payment of the principal of,
premium, if any, and interest on Junior Subordinated Debentures
is subordinated and subject in right of payment to the prior
payment in full of all Senior Indebtedness (as defined below) of
the Company as provided in the Indenture. No payment of princi-
pal of (including redemption and sinking fund payments), premium,
if any, or interest on, Junior Subordinated Debentures may be
made if payment of principal, premium, interest or any other pay-
ment on any Senior Indebtedness is not made when due, any applic-
able grace period with respect to such default has ended and such
default has not been cured or waived or ceased to exist, or if
the maturity of any Senior Indebtedness has been accelerated
because of a default. Upon any distribution of assets of the
Company to creditors upon any dissolution, winding up, liquida-
tion or reorganization, whether voluntary or involuntary or in
bankruptcy, insolvency, receivership or other proceedings, all
principal of, premium, if any, and interest due or to become due
on, all Senior Indebtedness must be paid in full before any pay-
ment is made on Junior Subordinated Debentures. Subject to the
payment in full of all Senior Indebtedness, the rights of the
holders of Junior Subordinated Debentures will be subrogated to
the rights of the holders of Senior Indebtedness to receive pay-
ments or distributions applicable to Senior Indebtedness until
all amounts owing on Junior Subordinated Debentures are paid in
full. (Sections 14.01 to 14.04).
The term "Senior Indebtedness" shall mean the principal of,
premium, if any, interest on and any other payment due pursuant
to any of the following, whether outstanding at the date of exe-
cution of the Indenture or thereafter incurred, created or
assumed:
(a) all indebtedness of the Company evidenced by
notes, debentures, bonds or other securities sold by the
Company for money or other obligations for money borrowed;
(b) all indebtedness of others of the kinds described
in the preceding clause (a) assumed by or guaranteed in any
manner by the Company or in effect guaranteed by the
Company;
(c) all installment purchase agreements entered into
by the Company in connection with revenue bonds issued by an
agency or political subdivision of a state of the United
States of America; and
(d) all renewals, extensions or refundings of
indebtedness of the kinds described in either of the
preceding clauses (a), (b) and (c);
unless, in the case of any particular indebtedness, renewal,
extension or refunding, the instrument creating or evidencing the
same or the assumption or guarantee of the same expressly pro-
vides that such indebtedness, renewal, extension or refunding is
not superior in right of payment to or is pari passu with Junior
Subordinated Debentures. Such Senior Indebtedness shall continue
to be Senior Indebtedness and entitled to the benefits of the
subordination provisions irrespective of any amendment, modifica-
tion or waiver of any term of such Senior Indebtedness.
(Sections 1.01 and 14.08).
The Indenture does not limit the aggregate amount of Senior
Indebtedness that may be issued. As of September 30, 1996,
Senior Indebtedness of the Company aggregated approximately
$877,425,000.
FORM, EXCHANGE, REGISTRATION AND TRANSFER
Unless otherwise specified in a Prospectus Supplement, the
New Junior Subordinated Debentures initially will be issued in
registered form and will be represented by a global debenture
(the "Global Debenture"). See "Book-Entry Debentures" herein.
If not represented by one or more global debentures, New Junior
Subordinated Debentures may be presented for registration of
transfer (with the form of transfer endorsed thereon duly
executed) or exchange, at the office of the Debenture Registrar,
without service charge and upon payment of any taxes and other
governmental charges as described in the Indenture. Such
transfer or exchange will be effected upon the Company or the
Debenture Registrar being satisfied with the documents of title
and identity of the person making the request. The Company has
appointed the Trustee as Debenture Registrar with respect to New
Junior Subordinated Debentures. (Section 2.05).
The Company shall not be required to (i) issue, register the
transfer of or exchange any New Junior Subordinated Debenture
during a period beginning at the opening of business 15 days
before the day of the mailing of a notice of redemption of less
than all the outstanding New Junior Subordinated Debentures and
ending at the close of business on the day of such mailing or
(ii) register the transfer of or exchange any New Junior Subordi-
nated Debentures or portions thereof called for redemption.
(Section 2.05).
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in a Prospectus Supplement, pay-
ment of principal of and premium (if any) on any New Junior
Subordinated Debenture will be made only against surrender to the
Paying Agent of such New Junior Subordinated Debenture. Princi-
pal of and any premium and interest on New Junior Subordinated
Debentures will be payable at the office of such Paying Agent or
Paying Agents as the Company may designate from time to time,
except that at the option of the Company payment of any interest
may be made by check mailed to the address of the person entitled
thereto as such address shall appear in the Debenture Register
with respect to such New Junior Subordinated Debentures.
Unless otherwise indicated in a Prospectus Supplement, the
Trustee will act as Paying Agent with respect to New Junior Sub-
ordinated Debentures. The Company may at any time designate
additional Paying Agents or rescind the designation of any Paying
Agents or approve a change in the office through which any Paying
Agent acts. (Sections 4.02 and 4.03).
All moneys paid by the Company to a Paying Agent for the
payment of the principal of or premium or interest, if any, on
any New Junior Subordinated Debenture that remain unclaimed at
the end of two years after such principal, premium, if any, or
interest shall have become due and payable, subject to applicable
law, will be repaid to the Company and the holder of such New
Junior Subordinated Debenture will thereafter look only to the
Company for payment thereof. (Section 11.04).
BOOK-ENTRY DEBENTURES
Unless otherwise specified in a Prospectus Supplement and
except under the circumstances described below, the New Junior
Subordinated Debentures will be issued in whole or in part in the
form of a Global Debenture that will be deposited with, or on
behalf of, The Depository Trust Company, New York, New York
("DTC"), or such other depository as may be subsequently desig-
nated (the "Depository"), and registered in the name of a nominee
of the Depository.
Book-Entry Debentures represented by a Global Debenture will
not be exchangeable for Certificated Debentures and, except under
the circumstances described below, will not otherwise be issuable
as Certificated Debentures.
So long as the Depository, or its nominee, is the registered
owner of a Global Debenture, such Depository or such nominee, as
the case may be, will be considered the sole owner of the indi-
vidual Book-Entry Debentures represented by such Global Debenture
for all purposes under the Indenture. Payments of principal of
and premium, if any, and any interest on individual Book-Entry
Debentures represented by a Global Debenture will be made to the
Depository or its nominee, as the case may be, as the Owner of
such Global Debenture. Except as set forth below, owners of ben-
eficial interests in a Global Debenture will not be entitled to
have any of the individual Book-Entry Debentures represented by
such Global Debenture registered in their names, will not receive
or be entitled to receive physical delivery of any such Book-
Entry Debentures and will not be considered the Owners thereof
under the Indenture, including, without limitation, for purposes
of consenting to any amendment thereof or supplement thereto.
If the Depository is at any time unwilling or unable to con-
tinue as depository and a successor depository is not appointed,
the Company will issue individual Certificated Debentures in ex-
change for the Global Debenture representing the corresponding
Book-Entry Debentures. In addition, the Company may at any time
and in its sole discretion determine not to have any New Junior
Subordinated Debentures represented by the Global Debenture and,
in such event, will issue individual Certificated Debentures in
exchange for the Global Debenture representing the corresponding
Book-Entry Debentures. In any such instance, an owner of a Book-
Entry Debenture represented by a Global Debenture will be entit-
led to physical delivery of individual Certificated Debentures
equal in principal amount to such Book-Entry Debenture and to
have such Certificated Debentures registered in his or her name.
DTC has confirmed to the Company and the Underwriters the
following information:
1. DTC will act as securities depository for the
Global Debenture. The New Junior Subordinated Debentures
will be issued as fully-registered securities registered in
the name of Cede & Co. (DTC's partnership nominee). One
fully-registered Global Debenture will be issued for the
series of New Junior Subordinated Debentures, in the aggre-
gate principal amount of such series, and will be deposited
with DTC.
2. 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 Federal Reserve System, a "clearing corporation" within
the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to the provisions of
Section 17A of the 1934 Act. DTC holds securities that its
participants ("Participants") deposit with DTC. DTC also
facilitates the settlement among Participants of securities
transactions, such as transfers and pledges, in deposited
securities through electronic computerized book-entry
changes in Participants' accounts, thereby eliminating the
need for physical movement of securities certificates.
Direct Participants include securities brokers and dealers,
banks, trust companies, clearing corporations, and certain
other organizations. DTC is owned by a number of its Direct
Participants and by the New York Stock Exchange, Inc., the
American Stock Exchange, Inc., and the National Association
of Securities Dealers, Inc. Access to the DTC system is
also available to others such as securities brokers and
dealers, banks, and trust companies that clear through or
maintain a custodial relationship with a Direct Participant,
either directly or indirectly ("Indirect Participants").
The Rules applicable to DTC and its Participants are on file
with the SEC.
3. Purchases of New Junior Subordinated Debentures
under the DTC system must be made by or through Direct Par-
ticipants, which will receive a credit for the New Junior
Subordinated Debentures on DTC's records. The ownership
interest of each actual purchaser of each New Junior Sub-
ordinated Debenture ("Beneficial Owner") is in turn to be
recorded on the Direct and Indirect Participants' records.
Beneficial Owners will not receive written confirmation from
DTC of their purchase, but Beneficial Owners are expected to
receive written confirmations providing details of the
transaction, as well as periodic statements of their
holdings, from the Direct or Indirect Participant through
which the Beneficial Owner entered into the transaction.
Transfers of ownership interests in the New Junior Subordi-
nated Debentures are to be accomplished by entries made on
the books of Participants acting on behalf of Beneficial
Owners. Beneficial Owners will not receive certificates
representing their ownership interests in New Junior
Subordinated Debentures, except in the event that use of the
book-entry system for the New Junior Subordinated Debentures
is discontinued.
4. To facilitate subsequent transfers, all New Junior
Subordinated Debentures deposited by Participants with DTC
are registered in the name of DTC's partnership nominee,
Cede & Co. The deposit of New Junior Subordinated Deben-
tures with DTC and their registration in the name of Cede &
Co. effect no change in beneficial ownership. DTC has no
knowledge of the actual Beneficial Owners of the New Junior
Subordinated Debentures; DTC's records reflect only the
identity of the Direct Participants to whose accounts such
New Junior Subordinated Debentures are credited, which may
or may not be the Beneficial Owners. The Participants will
remain responsible for keeping account of their holdings on
behalf of their customers.
5. Conveyance of notices and other communications by
DTC to Direct Participants, by Direct Participants to
Indirect Participants, and by Direct Participants and
Indirect Participants to Beneficial Owners will be governed
by arrangements among them, subject to any statutory or
regulatory requirements as may be in effect from time to
time.
6. Redemption notices shall be sent to Cede & Co. If
less than all of the New Junior Subordinated Debentures are
being redeemed, DTC's practice is to determine by lot the
amount of the interest of each Direct Participant in such
issue to be redeemed.
7. Neither DTC nor Cede & Co. will consent or vote
with respect to the New Junior Subordinated Debentures.
Under its usual procedures, DTC mails an Omnibus Proxy to
the Company as soon as possible after the record date. The
Omnibus Proxy assigns Cede & Co.'s consenting or voting
rights to those Direct Participants to whose accounts the
New Junior Subordinated Debentures are credited on the
record date (identified in a listing attached to the Omnibus
Proxy).
8. Principal and interest payments on the New Junior
Subordinated Debentures will be made to DTC. DTC's practice
is to credit Direct Participants' accounts on the date on
which interest is payable in accordance with their respec-
tive holdings shown on DTC's records unless DTC has reason
to believe that it will not receive payment on such date.
Payments by Participants to Beneficial Owners will be
governed by standing instructions and customary practices,
as is the case with securities held for the accounts of
customers in bearer form or registered in "street name", and
will be the responsibility of such Participant and not of
DTC, the Underwriters or the Company, subject to any statu-
tory or regulatory requirements as may be in effect from
time to time. Payment of principal and interest to DTC is
the responsibility of the Company or the Trustee, disburse-
ment of such payments to Direct Participants shall be the
responsibility of DTC, and disbursement of such payments to
the Beneficial Owners shall be the responsibility of Direct
and Indirect Participants.
9. DTC may discontinue providing its services as
securities depository with respect to the New Junior
Subordinated Debentures at any time by giving reasonable
notice to the Company and the Trustee. Under such circum-
stances, in the event that a successor securities depository
is not obtained, Certificated Debentures are required to be
printed and delivered.
10. The Company may decide to discontinue use of the
system of book-entry transfers through DTC (or a successor
securities depository). In that event, Certificated Deben-
tures will be printed and delivered.
The information in this section concerning DTC and DTC's
book-entry system has been obtained from sources that the Company
believes to be reliable, but the Company takes no responsibility
for the accuracy thereof.
None of the Company, the Trustee or any agent for payment on
or registration of transfer or exchange of any Global Debenture
will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial
interests in such Global Debenture or for maintaining, super-
vising or reviewing any records relating to such beneficial
interests.
MODIFICATION OF THE INDENTURE
The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the holders of not less than a
majority in principal amount of Junior Subordinated Debentures of
each series that are affected by the modification, to modify the
Indenture or any supplemental indenture affecting that series or
the rights of the holders of that series of Junior Subordinated
Debentures; provided, that no such modification may, without the
consent of the holder of each outstanding Junior Subordinated
Debenture affected thereby, (i) extend the fixed maturity of any
Junior Subordinated Debentures of any series, or reduce the prin-
cipal amount thereof, or reduce the rate or extend the time of
payment of interest thereon, or reduce any premium payable upon
the redemption thereof or (ii) reduce the percentage of Junior
Subordinated Debentures, the holders of which are required to
consent to any such supplemental indenture. (Section 9.02).
In addition, the Company and the Trustee may execute, with-
out the consent of any holder of Junior Subordinated Debentures,
any supplemental indenture for certain other usual purposes
including the creation of any new series of Junior Subordinated
Debentures. (Sections 2.01, 9.01 and 10.01).
EVENTS OF DEFAULT
The Indenture provides that any one or more of the following
described events, which has occurred and is continuing,
constitutes an "Event of Default" with respect to each series of
Junior Subordinated Debentures:
(a) failure for 10 days to pay interest on Junior
Subordinated Debentures of that series when due; provided
that a valid extension of the interest payment period by the
Company shall not constitute a default in the payment of
interest for this purpose; or
(b) failure to pay principal or premium, if any, on
Junior Subordinated Debentures of that series when due
whether at maturity, upon redemption, by declaration or
otherwise, or to make payment required by any sinking or
analogous fund with respect to that series; or
(c) failure by the Company to observe or perform any
other covenant (other than those specifically relating to
another series) contained in the Indenture for 90 days after
written notice to the Company from the Trustee or the
holders of at least 25% in principal amount of the out-
standing Junior Subordinated Debentures of that series; or
(d) certain events involving bankruptcy, insolvency or
reorganization of the Company. (Section 6.01).
The Trustee or the holders of not less than 25% in aggregate
outstanding principal amount of any particular series of Junior
Subordinated Debentures may declare the principal due and payable
immediately upon an Event of Default with respect to such series,
but the holders of a majority in aggregate outstanding principal
amount of such series may annul such declaration and waive the
default with respect to such series if the default has been cured
and a sum sufficient to pay all matured installments of interest
and principal otherwise than by acceleration and any premium has
been deposited with the Trustee. (Sections 6.01 and 6.06).
The holders of a majority in aggregate outstanding principal
amount of any series of Junior Subordinated Debentures have the
right to direct the time, method and place of conducting any pro-
ceeding for any remedy available to the Trustee for that series.
(Section 6.06). Subject to the provisions of the Indenture
relating to the duties of the Trustee in case an Event of Default
shall occur and be continuing, the Trustee will be under no obli-
gation to exercise any of its rights or powers under the Inden-
ture at the request or direction of any of the holders of the
Junior Subordinated Debentures, unless such holders shall have
offered to the Trustee indemnity satisfactory to it. (Section
7.02).
The holders of a majority in aggregate outstanding principal
amount of any series of Junior Subordinated Debentures affected
thereby may, on behalf of the holders of all Junior Subordinated
Debentures of such series, waive any past default, except a
default in the payment of principal, premium, if any, or interest
when due otherwise than by acceleration (unless such default has
been cured and a sum sufficient to pay all matured installments
of interest and principal otherwise than by acceleration and any
premium has been deposited with the Trustee) or a call for
redemption of Junior Subordinated Debentures of such series.
(Section 6.06). The Company is required to file annually with
the Trustee a certificate as to whether or not the Company is in
compliance with all the conditions and covenants under the
Indenture. (Section 5.03(d)).
CONSOLIDATION, MERGER AND SALE
The Indenture does not contain any covenant that restricts
the Company's ability to merge or consolidate with or into any
other corporation, sell or convey all or substantially all of its
assets to any person, firm or corporation or otherwise engage in
restructuring transactions, provided that the successor corpora-
tion assumes due and punctual payment of principal or premium, if
any, and interest on the Junior Subordinated Debentures.
(Section 10.01).
DEFEASANCE AND DISCHARGE
Under the terms of the Indenture, the Company will be dis-
charged from any and all obligations in respect of the New Junior
Subordinated Debentures (except in each case for certain obliga-
tions to register the transfer or exchange of New Junior Subordi-
nated Debentures, replace stolen, lost or mutilated New Junior
Subordinated Debentures, maintain paying agencies and hold moneys
for payment in trust) if the Company deposits with the Trustee,
in trust, moneys or Governmental Obligations (as defined in the
Indenture), or a combination thereof, in an amount sufficient to
pay all the principal of, and interest on, New Junior Subordi-
nated Debentures of such series on the dates such payments are
due in accordance with the terms of the New Junior Subordinated
Debentures. Such defeasance or discharge may occur only if,
among other things, the Company has delivered to the Trustee an
Opinion of Counsel to the effect that the holders of the New
Junior Subordinated Debentures will not recognize gain, loss or
income for federal income tax purposes as a result of the satis-
faction and discharge of the Indenture with respect to such
series and such holders will be subject to federal income taxa-
tion on the same amounts and in the same manner and at the same
times as if such satisfaction and discharge had not occurred.
(Section 11.01).
GOVERNING LAW
The Indenture and New Junior Subordinated Debentures will be
governed by, and construed in accordance with, the laws of the
State of New York. (Section 13.05).
CONCERNING THE TRUSTEE
AEP System companies, including the Company, utilize or may
utilize some of the banking services offered by The First
National Bank of Chicago in the normal course of their busi-
nesses. Among such services are the making of short-term loans,
generally at rates related to the prime commercial interest rate.
RECENT DEVELOPMENTS
On January 30, 1997, American Electric Power Company, Inc.
("AEP") and the Company filed with the SEC and mailed to the
registered holders of the Company's cumulative preferred stock
their Offer to Purchase and Proxy Statement. AEP has offered to
purchase all the outstanding shares of the Company's cumulative
preferred stock (the "AEP Offer"). Concurrently with the AEP
Offer, the Board of Directors of the Company is soliciting
proxies for use at a special meeting of shareholders of the
Company on February 28, 1997. The special meeting is being held
to consider an amendment to the Company's Amended Articles of
Acceptance to remove the limitation contained therein upon the
Company's ability to issue securities representing unsecured
indebtedness.
LEGAL OPINIONS
Opinions with respect to the legality of New Junior Subordi-
nated Debentures will be rendered by Simpson Thacher & Bartlett
(a partnership which includes professional corporations), 425
Lexington Avenue, New York, New York, and 1 Riverside Plaza,
Columbus, Ohio, counsel for the Company, and by Dewey Ballantine,
1301 Avenue of the Americas, New York, New York, counsel for the
Underwriters. Additional legal opinions in connection with the
offering of the New Junior Subordinated Debentures may be given
by John M. Adams, Jr. or Ann B. Graf, counsel for the Company.
Mr. Adams is Assistant General Counsel, and Ms. Graf is a Senior
Attorney, in the Legal Department of American Electric Power
Service Corporation, a wholly owned subsidiary of AEP. From time
to time, Dewey Ballantine acts as counsel to affiliates of the
Company in connection with certain matters.
EXPERTS
The financial statements and related financial statement
schedule incorporated in this prospectus by reference from the
Company's Annual Report on Form 10-K 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.
PLAN OF DISTRIBUTION
The Company may sell the New Junior Subordinated Debentures
in any of three ways: (i) through underwriters or dealers; (ii)
directly to a limited number of purchasers or to a single pur-
chaser; or (iii) through agents. The Prospectus Supplement
relating to a series of the New Junior Subordinated Debentures
will set forth the terms of the offering of the New Junior
Subordinated Debentures, including the name or names of any
underwriters, dealers or agents, the purchase price of such New
Junior Subordinated Debentures and the proceeds to the Company
from such sale, any underwriting discounts or agency fees and
other items constituting underwriters' or agents' compensation,
any initial public offering price and any discounts or conces-
sions allowed or reallowed or paid to dealers. Any initial
public offering price and any discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time
after the initial public offering.
If underwriters are used in the sale, the New Junior
Subordinated Debentures will be acquired by the underwriters for
their own account and may be resold from time to time in one or
more transactions, including negotiated transactions, at a fixed
public offering price or at varying prices determined at the time
of the sale. The underwriters with respect to a particular
underwritten offering of New Junior Subordinated Debentures will
be named in the Prospectus Supplement relating to such offering
and, if an underwriting syndicate is used, the managing under-
writers will be set forth on the cover page of such Prospectus
Supplement. Unless otherwise set forth in the Prospectus Supple-
ment, the obligations of the underwriters to purchase the New
Junior Subordinated Debentures will be subject to certain condi-
tions precedent, and the underwriters will be obligated to
purchase all such New Junior Subordinated Debentures if any are
purchased.
New Junior Subordinated Debentures may be sold directly by
the Company or through agents designated by the Company from time
to time. The Prospectus Supplement will set forth the name of
any agent involved in the offer or sale of the New Junior
Subordinated Debentures in respect of which the Prospectus
Supplement is delivered as well as any commissions payable by the
Company to such agent. Unless otherwise indicated in the
Prospectus Supplement, any such agent will be acting on a reason-
able best efforts basis for the period of its appointment.
If so indicated in the Prospectus Supplement, the Company
will authorize agents, underwriters or dealers to solicit offers
by certain specified institutions to purchase New Junior Subordi-
nated Debentures from the Company at the public offering price
set forth in the Prospectus Supplement pursuant to delayed
delivery contracts providing for payment and delivery on a speci-
fied date in the future. Such contracts will be subject to those
conditions set forth in the Prospectus Supplement, and the
Prospectus Supplement will set forth the commission payable for
solicitation of such contracts.
Subject to certain conditions, the Company may agree to
indemnify any underwriters, dealers, agents or purchasers and
their controlling persons against certain civil liabilities,
including certain liabilities under the Securities Act of 1933.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*
Securities and Exchange Commission Filing Fee. . . . . . $ 22,728
Printing Registration Statement, Prospectus. . . . . . . 25,000
Printing and Engraving Junior Subordinated Debentures. . 10,000
Independent Auditors' fees . . . . . . . . . . . . . . . 15,000
Charges of Trustee (including counsel fees). . . . . . . 4,500
Legal fees of Counsel. . . . . . . . . . . . . . . . . . 45,000
Rating Agency fees . . . . . . . . . . . . . . . . . . . 34,250
Miscellaneous expenses . . . . . . . . . . . . . . . . . 20,000
--------
Total . . . . . . . . . . . . . . . . . . . . . . . $176,478
========
*Estimated, except for filing fees.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 23-1-37-8 of the Indiana Code provides that an
Indiana corporation may indemnify an individual made a party to a
proceeding because the individual is or was a director if (i) the
individual's conduct was in good faith, (ii) the individual
reasonably believed that, in the case of conduct in the indi-
vidual's official capacity with the corporation, his or her con-
duct was in the best interests of the corporation and, in all
other cases, his or her conduct was at least not opposed to the
best interests of the corporation and (iii) in the case of a
criminal proceeding, that the director either had reasonable
cause to believe his or her conduct was lawful or had no reason-
able cause to believe that such conduct was unlawful. The termi-
nation of a proceeding by judgment, order, settlement, convic-
tion, or upon a plea of nolo contendere or its equivalent is not,
of itself, determinative that a director did not meet the
required standard of conduct. Section 23-1-37-9 requires a
corporation, unless limited by its articles of incorporation, to
indemnify a director who has been wholly successful in the
defense of a proceeding against reasonable expenses (including
counsel fees) so incurred. Section 23-1-37-10 authorizes a
corporation to pay for or reimburse the reasonable expenses
(including counsel fees) incurred by a director in advance of
final disposition of a proceeding upon: (1) a determination
that, in light of the facts then known, indemnification is per-
missible; (2) receipt by the corporation of a written affirmation
by the director of his or her good faith belief that the required
standard of conduct has been met; and (3) receipt by the corpora-
tion of a written undertaking by the director to repay any such
advance if it is ultimately determined that the director did not
meet the required standard of conduct.
Pursuant to Section 23-1-37-11, a director may apply for
indemnification to a court of competent jurisdiction. Pursuant to
Section 23-1-37-13, an officer is entitled to mandatory indemni-
fication under Section 23-1-37-9 and to apply for court-ordered
indemnification under Section 23-1-37-11 to the same extent as a
director. A corporation may indemnify and advance expenses to an
officer, employee or agent to the same extent as to a director.
Pursuant to Section 23-1-37-14, a corporation may purchase and
maintain insurance on behalf of an individual who is a director,
officer, employee or agent of the corporation, whether or not the
corporation would have power by statute to indemnify the indi-
vidual against the same liability. Section 23-1-37-15 provides
that the statutory provisions do not exclude any other rights to
indemnification and advance for expenses that a person may other-
wise have. The by-laws of the Company provide for the indemnifi-
cation of directors and officers of the Company to the full
extent permitted by the Indiana Code.
Reference is made to the Underwriting Agreement, filed as
Exhibit 1 hereto, which provides for indemnification, under
certain circumstances, of the Company, certain of its directors
and officers, and persons who control the Company.
The Company maintains insurance policies insuring its
directors and officers against certain obligations that may be
incurred by them.
ITEM 16. EXHIBITS.
Reference is made to the information contained in the
Exhibit Index filed as part of this Registration Statement.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration state-
ment:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration state-
ment (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a funda-
mental change in the information set forth in the registra-
tion statement. Notwithstanding the foregoing, any increase
or decrease in volume of Junior Subordinated Debentures (if
the total dollar value of Junior Subordinated Debentures
would not exceed that which was registered) and any devia-
tion from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) of the
Securities Act of 1933 if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calcula-
tion of Registration Fee" table in the effective registra-
tion statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such infor-
mation in the registration statement;
PROVIDED, HOWEVER, that (i) and (ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the infor-
mation required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by refer-
ence in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amend-
ment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(4) That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference
in the registration statement shall be deemed to be a new
registration statement relating to the Junior Subordinated
Debentures, and the offering thereof at that time shall be deemed
to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the laws of the State of Indiana, the registrant's Bylaws or
otherwise, the registrant has been advised that in the opinion of
the SEC such indemnification is against public policy as
expressed in said Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the regis-
trant in the successful defense of any action, suit or proceed-
ing) is asserted by such director, officer or controlling person
in connection with the Junior Subordinated Debentures, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnifica-
tion by it is against public policy as expressed in said Act and
will be governed by the final adjudication of such issue.
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE CAUSE TO BELIEVE
THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND
HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY
OF COLUMBUS AND STATE OF OHIO, ON THE 21ST DAY OF FEBRUARY, 1997.
INDIANA MICHIGAN POWER COMPANY
E. Linn Draper, Jr.*
Chairman of the Board and
Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE
FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
--------- ----- ----
(i) PRINCIPAL EXECUTIVE
OFFICER Chairman of the Board
and Chief Executive
E. Linn Draper, Jr.* Officer February 21, 1997
(ii) PRINCIPAL FINANCIAL
OFFICER:
/s/ G. P. Maloney
G. P. Maloney Vice President February 21, 1997
(iii) PRINCIPAL ACCOUNTING
OFFICER:
P. J. DeMaria* Controller February 21, 1997
(iv) A MAJORITY OF THE
DIRECTORS:
C. R. Boyle, III*
G. A. Clark*
P. J. DeMaria*
W. N. D'Onofrio*
E. Linn Draper, Jr.*
Wm. J. Lhota*
G. P. Maloney*
James J. Markowsky*
D. B. Synowiec*
D. M. Trenary*
J. H. Vipperman*
W. E. Walters*
E. H. Wittkamper* February 21, 1997
*By:__/s/_G._P._Maloney_______
(G. P. Maloney, Attorney-in-Fact)
EXHIBIT INDEX
Certain of the following exhibits, designated with an
asterisk (*), are filed herewith. The exhibits not so designated
have heretofore been filed with the Commission and, pursuant to
17 C.F.R. Sections 201.24 and 230.411, are incorporated herein by
reference to the documents indicated following the descriptions
of such exhibits.
EXHIBIT NO. DESCRIPTION
- ----------- -----------
*1 -- Copy of proposed form of Underwriting Agreement
for the New Junior Subordinated Debentures.
*4(a) -- Copy of Indenture, dated as of March 1, 1996,
between the Company and The First National Bank of
Chicago, as Trustee, for Junior Subordinated
Debentures.
*4(b) -- Copy of First Supplemental Indenture, dated as of
March 1, 1996, between the Company and The First
National Bank of Chicago, as Trustee, providing
for the issuance of $40,000,000 principal amount
of 8% Junior Subordinated Debentures, due 2026.
*4(c) -- Copy of form of Supplemental Indenture to be
entered into between the Company and The First
National Bank of Chicago, as Trustee, for New
Junior Subordinated Debentures.
*5 -- Opinion of Simpson Thacher & Bartlett as to the
legality of New Junior Subordinated Debentures.
12 -- Statement re: Computation of Ratios [Quarterly
Report on Form 10-Q of the Company for the period
ended September 30, 1996, File No. 1-3457, Exhibit
12].
*23(a) -- Consent of Deloitte & Touche LLP.
23(b) -- Consent of Simpson Thacher & Bartlett (included in
Exhibit 5).
*24 -- Powers of Attorney and resolutions of the Board of
Directors of the Company.
*25 -- Form T-1 re: Eligibility of The First National
Bank of Chicago.
[97FN0040.IMP]