|
Date
of report (Date of earliest event reported)
|
May
30, 2006
|
|
AMERICAN
ELECTRIC POWER COMPANY,
INC.
|
|
New
York
|
|
1-3525
|
13-4922640
|
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
APPALACHIAN
POWER COMPANY
|
|
Virginia
|
|
1-3457
|
54-0124790
|
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
OHIO
POWER COMPANY
|
|
Ohio
|
|
1-6543
|
31-4271000
|
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
1
Riverside Plaza, Columbus, OH
|
43215
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
|
614-716-1000
|
|
No
Change
|
|
[
]
|
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)
|
|
[
]
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
|
|
[
]
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
|
|
Item
1.01
|
Entry
into a Material Definitive
Agreement
|
|
AMERICAN
ELECTRIC POWER COMPANY, INC.
|
||
|
APPALACHIAN
POWER COMPANY
|
||
|
OHIO
POWER COMPANY
|
||
|
By:
|
/s/
Thomas G. Berkemeyer
|
|
|
Name:
|
Thomas
G. Berkemeyer
|
|
|
Title:
|
Assistant
Secretary
|
|
|
Exhibit
No.
|
Description
|
|
1
|
American
Electric Power System Stock Ownership Requirement Plan
|
| (i) |
The
Shares or Share Equivalents have been earned by the Participant,
if
applicable;
|
| (ii) |
The
Shares or Share Equivalents are then Vested;
|
| (iii) |
The
Shares or Share Equivalents are not automatically allocated to the
Participant’s Career Share Account pursuant to Section 5.3, below;
and
|
| (iv) |
The
Shares or Share Equivalents are not encumbered, pledged or hypothecated
in
any way.
|
|
(i)
|
the
date that is six months prior to the end of the performance period,
with
respect to an award of Performance Shares that qualifies as
Performance-Based Compensation and that is based on services performed
over a period of at least 12 months; or
|
|
(ii)
|
the
June 30 that falls within the calendar year to which Annual Incentive
Compensation relates (or the last day of the sixth month of such
year,
with respect o Annual Incentive Compensation that is not based on
a
calendar year), provided that such Annual Incentive Compensation
qualifies
as Performance-Based Compensation that is based on services performed
over
a period of at least 12 months; or
|
|
(iii)
|
to
the extent that the awarded Performance Shares or the Annual Incentive
Compensation are not Performance-Based Compensation that is based
on
services performed over a period of at least 12 months, the later
of (A)
the December 31 immediately prior to the year in which the services
on
which the Performance Shares or Annual Incentive Compensation is
based are
to be performed, or (B) the date the Participant first became an
Eligible
Employee
|
|
(i)
|
If
a Participant has not satisfied his or her MSOR on or before the
Determination Date applicable to Performance Shares that have been
awarded
to such Participant, the Participant’s Career Share Account shall be
credited with the number of Shares or Share Equivalents that become
earned
and Vested (reduced, however, to the extent of any Applicable Tax
Payments) by the Participant as a result of the award of such Performance
Shares; and
|
|
(ii)
|
If
a Participant has not satisfied the applicable MSOR on or before
the
Determination Date that falls within or after the final year of the
Participant’s MSOR Window Period, the Participant’s Career Share Account
shall be credited with the number of Shares or Share Equivalents,
as
appropriate, attributable to 25% (50%, effective beginning January
1,
2006) of the Annual Incentive Compensation that becomes earned and
Vested
by the Participant.
|
|
(1)
|
Form
of Distribution.
The Company shall cause the Participant to be paid the full amount
credited to his or her Active Career Share Account in accordance
with his
or her effective election in one of the following
forms:
|
|
(A)
|
A
single lump sum distribution
|
|
(i)
|
as
of the First Date Available; or
|
|
(ii)
|
as
of the Next Date Available; or
|
|
(iii)
|
as
of the fifth anniversary of the First Date Available;
or
|
|
(iv)
|
as
of the fifth anniversary of the Next Date Available;
or
|
|
(B)
|
In
five (5) annual installments
commencing
|
|
(i)
|
as
of the First Date Available; or
|
|
(ii)
|
as
of the Next Date Available; or
|
|
(iii)
|
as
of the fifth anniversary of the First Date Available;
or
|
|
(iv)
|
as
of the fifth anniversary of the Next Date Available;
or
|
|
(C)
|
In
ten (10) annual installments
commencing.
|
|
(i)
|
as
of the First Date Available; or
|
|
(ii)
|
as
of the Next Date Available.
|
|
(2)
|
Effective
Election.
For this purpose, a Participant’s election with respect to the
distribution of his or her Career Share Account shall not be effective
unless all of the following requirements are
satisfied.
|
|
(A)
|
The
election is submitted to the Company in writing in a form determined
by
the Committee to be acceptable;
|
|
(B)
|
The
election is submitted timely. For purposes of this paragraph, a
distribution election will be considered “timely” only if it is submitted
prior to the Participant’s Termination and it satisfies the requirements
of (i), (ii) or (iii), below, as may be
applicable:
|
|
(i)
|
Submitted
within 30 days of the date that the individual first becomes a Participant
in the Plan; or
|
|
(ii)
|
Submitted
during the 2006 Distribution Election Period, but only with regard
to the
first distribution election form submitted by such Participant during
that
period; or
|
|
(iii)
|
Submitted
at least one year prior to the date of the Participant’s
Termination.
|
|
(C)
|
If
the Participant is submitting the election pursuant to paragraph
(b)(2)(B)(iii) to change the timing or form of distribution that
is then
in effect with respect to the Participant’s Career Share Account (i.e.,
the Participant is not submitting an election with his initial deferral
election [(B)(i)] nor during the 2006 Distribution Election Period
[(B)(ii)], the newly selected option must result in the deferral
of the
first scheduled payment by at least 5 years. For purposes of compliance
with the rule set forth in Section 409A(a)of the Code (and the regulations
issued thereunder), each distribution option described in Section
7.1(b)(1) shall be treated as a single payment as of the first scheduled
payment date.
|
|
(D)
|
If
the Participant is submitting the election pursuant to paragraph
(b)(2)(B)(ii) to change the timing or form of distribution that is
then in
effect with respect to the Participant’s Career Share Account, the newly
selected option may not defer payments that the Participant would
have
received in 2006 if not for the new distribution election nor cause
payments to be made in 2006 if not for the new distribution
election.
|
|
(3)
|
For
purposes of this Section 7.1(b), if a Participant’s effective distribution
election form was submitted using the options that had been made
available
under the Plan as in effect prior to January 1, 2005 [i.e., as either
(A)
a single lump-sum payment, or in annual installment payments over
not less
than two nor more than ten years; (B) commencing within 60 days after
the
date of the Participant’s Termination or the first, second, third, fourth
or fifth anniversary of the Participant’s Termination],
|
|
(A)
|
If
the Participant’s Termination occurs prior to the commencement of the 2006
Distribution Election Period, the Participant’s effective distribution
election form shall be given full effect. Solely for purposes of
this
paragraph (3)(A), a participant’s distribution election form shall be
considered effective notwithstanding the requirement of Section
7.1(b)(2)(B)(iii) (which requires that a form be submitted at least
one
year prior to the date of the Participant’s Termination), provided that
such form had become effective prior to the Participant’s Termination in
accordance with the terms applicable to such election form at the
time it
was submitted by the Participant;
and
|
|
(B)
|
If
the Participant’s Termination occurs during or after the 2006 Distribution
Election Period, the Participant shall be considered to have elected
the
corresponding option as set forth in Schedule A attached to this
Plan.
|
|
(4)
|
If
a Participant fails to submit an effective distribution election
with
regard to his Career Share Account that satisfies the requirements
of this
Section 7.1(b), his or her Career Share Account shall be distributed
in a
single lump sum as of the First Date
Available.
|
|
(1)
|
The
specific reasons for the denial of the
claim;
|
|
(2)
|
Specific
reference to the provisions of the Plan upon which the denial of
the claim
was based;
|
|
(3)
|
A
description of any additional material or information necessary for
the
claimant to perfect the claim and an explanation of why such material
or
information is necessary, and
|
|
(4)
|
An
explanation of the review procedure specified in Section 9.2, and
the time
limits applicable to such procedures, including a statement of the
claimant’s right to bring a civil action under section 502(a) of the
Employee Retirement Income Security Act of 1974, as amended, following
an
adverse benefit determination on
review.
|
|
(1)
|
The
specific reason(s) for the adverse
determination;
|
|
(2)
|
Reference
to the specific provisions of the Plan on which the determination
was
based;
|
|
(3)
|
A
statement that the claimant is entitled to receive, upon request
and free
of charge, reasonable access to, and copies of, all documents, records
and
other information relevant to the claimant’s claim for benefits;
and
|
|
(4)
|
A
statement of the claimant’s right to bring an action under Section 502(a)
of ERISA.
|
|
AMERICAN
ELECTRIC POWER SERVICE CORPORATION
|
|
|
By /s/
Genevieve A.
Tuchow
|
|
Genevieve
A. Tuchow, Vice
President, Human Resources
|
|
Option
Elected on Last Filed Prior Form
|
Option
Deemed Elected Under Plan
|
||
|
Form
|
Commencement
Date
|
Form
|
Commencement
Date
|
|
Lump
sum
|
Termination
(T)
|
Lump
sum
|
First
Date Available (FDA)
|
|
Lump
sum
|
1
year after termination (T+1)
|
Lump
sum
|
Next
Date Available (NDA)
|
|
Lump
sum
|
T
+
2 or T + 3
|
Lump
sum
|
NDA
|
|
Lump
sum
|
T
+
4
|
Lump
sum
|
5th
anniversary of FDA (FDA + 5)
|
|
Lump
sum
|
T
+
5
|
Lump
sum
|
FDA
+ 5
|
|
Two
(2) annual installments
|
T
or T + 1
|
Lump
sum
|
NDA
|
|
Two
(2) annual installments
|
T
+
2 or T + 3 or T + 4
|
Five
(5) annual installments
|
NDA
|
|
Two
(2) annual installments
|
T
+
5
|
Lump
sum
|
FDA
+ 5
|
|
Three
(3) annual installments
|
T
|
Five
(5) annual installments
|
FDA
|
|
Three
(3) annual installments
|
T
+
1 or T + 2 or T + 3
|
Five
(5) annual installments
|
NDA
|
|
Three
(3) annual installments
|
T
+
4 or T + 5
|
Five
(5) annual installments
|
FDA
+ 5
|
|
Four
(4) annual installments
|
T
|
Five
(5) annual installments
|
FDA
|
|
Four
(4) annual installments
|
T
+
1 or T + 2
|
Five
(5) annual installments
|
NDA
|
|
Four
(4) annual installments
|
T
+
3 or T + 4 or T + 5
|
Five
(5) annual installments
|
FDA
+ 5
|
|
Five
(5) annual installments
|
T
|
Five
(5) annual installments
|
FDA
|
|
Five
(5) annual installments
|
T
+
1 or T + 2
|
Five
(5) annual installments
|
NDA
|
|
Five
(5) annual installments
|
T
+
3 or T + 4 or T + 5
|
Five
(5) annual installments
|
FDA
+ 5
|
|
Six
(6) annual installments
|
T
|
Five
(5) annual installments
|
FDA
|
|
Six
(6) annual installments
|
T
+
1 or T + 2
|
Five
(5) annual installments
|
NDA
|
|
Six
(6) annual installments
|
T
+
3 or T + 4 or T + 5
|
Five
(5) annual installments
|
FDA
+ 5
|
|
Seven
(7) annual installments
|
T
|
Five
(5) annual installments
|
FDA
|
|
Seven
(7) annual installments
|
T
+
1 or T + 2
|
Five
(5) annual installments
|
NDA
|
|
Seven
(7) annual installments
|
T
+
3 or T + 4 or T + 5
|
Five
(5) annual installments
|
FDA
+ 5
|
|
Eight
(8) annual installments
|
T
|
Five
(5) annual installments
|
FDA
|
|
Eight
(8) annual installments
|
T
+
1 or T + 2
|
Five
(5) annual installments
|
NDA
|
|
Eight
(8) annual installments
|
T
+
3 or T + 4 or T + 5
|
Five
(5) annual installments
|
FDA
+ 5
|
|
Nine
(9) annual installments
|
T
|
Ten
(10) annual installments
|
FDA
|
|
Nine
(9) annual installments
|
T
+
1 or T + 2 or T + 3
|
Ten
(10) annual installments
|
NDA
|
|
Nine
(9) annual installments
|
T
+
4 or T + 5
|
Ten
(10) annual installments
|
FDA
+ 5
|
|
Ten
(10) annual installments
|
T
|
Ten
(10) annual installments
|
FDA
|
|
Ten
(10) annual installments
|
T
+
1 or T + 2 or T + 3
|
Ten
(10) annual installments
|
NDA
|
|
Ten
(10) annual installments
|
T
+
4 or T + 5
|
Ten
(10) annual installments
|
FDA
+
5
|