AEP Form 8-K, Item 7.01, 08/15/05
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
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Date
of report (Date of earliest event reported)
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August
15, 2005
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AMERICAN
ELECTRIC POWER COMPANY, INC.
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(Exact
Name of Registrant as Specified in Its Charter)
(State
or
Other Jurisdiction of Incorporation)
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1-3525
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13-4922640
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1
Riverside Plaza, Columbus, OH
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43215
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(Registrant’s
Telephone Number, Including Area Code)
(Former
Name or Former Address, if Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[
] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
|
[
]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
7.01 Regulation
FD Disclosure
Representatives
of American Electric Power Company, Inc. (the “Company”) will conduct meetings
with investors on August 15 and August 16, 2005. The presentation materials
for
the meetings will be available on the Company’s web site at: http://www.aep.com/investors/present/default.asp.
The
Company is giving notice that during the course of those meetings, the Company
will reaffirm its prior guidance of on-going earnings of $2.30 to $2.50 per
share for the 2005 fiscal year, as most recently stated in a Form 8-K Report
the
Company filed with the Securities and Exchange Commission on July 29, 2005
in
connection with its second quarter earnings press release.
AEP’s
management believes that the Company’s ongoing earnings, or GAAP earnings
adjusted for certain items as described in the press release, provide a more
meaningful representation of the Company’s performance. AEP uses ongoing
earnings as the primary performance measurement when communicating with analysts
and investors regarding its earnings outlook and results. The Company also
uses
ongoing earnings data internally to measure performance against budget and
to
report to AEP’s board of directors.
This
report made by AEP contains forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934. Although AEP believes that
its expectations are based on reasonable assumptions, any such statements may
be
influenced by factors that could cause actual outcomes and results to be
materially different from those projected. Among the factors that could cause
actual results to differ materially from those in the forward-looking statements
are:
Electric
load and customer growth; weather conditions, including storms; available
sources and costs of, and transportation for, fuels and the creditworthiness
of
fuel suppliers and transporters; availability of generating capacity and the
performance of AEP’s generating plants; the ability to recover regulatory assets
and stranded costs in connection with deregulation; the ability to recover
increases in fuel and other energy costs through regulated or competitive
electric rates; new legislation, litigation and government regulation including
requirements for reduced emissions of sulfur, nitrogen, mercury, carbon and
other substances; timing and resolution of pending and future rate cases,
negotiations and other regulatory decisions (including rate or other recovery
for new investments, transmission service and environmental compliance);
resolution of litigation (including pending Clean Air Act enforcement actions
and disputes arising from the bankruptcy of Enron Corp.); AEP’s ability to
constrain its operation and maintenance costs; AEP’s ability to sell assets at
acceptable prices and on other acceptable terms, including rights to share
in
earnings derived from the assets subsequent to their sale; the economic climate
and growth in its service territory and changes in market demand and demographic
patterns; inflationary trends; its ability to develop and execute a strategy
based on a view regarding prices of electricity, natural gas and other
energy-related commodities; changes in the creditworthiness and number of
participants in the energy trading market; changes in the financial markets,
particularly those affecting the availability of capital and AEP’s ability to
refinance existing debt at attractive rates; actions of rating agencies,
including changes in the ratings of debt; volatility and changes in markets
for
electricity, natural gas and other energy-related commodities; changes in
utility regulation, including membership and integration into regional
transmission structures; accounting pronouncements periodically issued by
accounting standard-setting bodies; the performance of AEP’s pension and other
postretirement benefit plans; prices for power that AEP generates and sells
at
wholesale; changes in technology, particularly with respect to new, developing
or alternative sources of generation and other risks and unforeseen events,
including wars, the effects of terrorism (including increased security costs),
embargoes and other catastrophic events.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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AMERICAN
ELECTRIC POWER COMPANY, INC.
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By:
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/s/
John B. Keane
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Name:
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John
B. Keane
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Title:
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Secretary
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August
15, 2005