-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F0dIAhk7AdHOxaQR5c6y2PHqpgtwhHIK4Xbd9j675PsrvRnvNTvV6Swe8ixgFiNK dfVckMtOZn0dffPWGhKiKw== 0001047469-98-016397.txt : 19980427 0001047469-98-016397.hdr.sgml : 19980427 ACCESSION NUMBER: 0001047469-98-016397 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980424 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN ELECTRIC POWER COMPANY INC CENTRAL INDEX KEY: 0000004904 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 134922640 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: SEC FILE NUMBER: 001-03525 FILM NUMBER: 98600540 BUSINESS ADDRESS: STREET 1: 1 RIVERSIDE PLZ CITY: COLUMBUS STATE: OH ZIP: 43215 BUSINESS PHONE: 6142231000 FORMER COMPANY: FORMER CONFORMED NAME: KINGSPORT UTILITIES INC DATE OF NAME CHANGE: 19660906 DEFA14A 1 DEFA14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant / / Filed by a party other than the Registrant / / Check the appropriate box: / / Preliminary Proxy Statement / / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) / / Definitive Proxy Statement /X/ Definitive Additional Materials / / Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 AMERICAN ELECTRIC POWER CO., INC. - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): / / No fee required / / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 (1) Title of each class of securities to which transaction applies: ------------------------------------------------------------------------ (2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------------------ (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): ------------------------------------------------------------------------ (4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------------------ (5) Total fee paid: ------------------------------------------------------------------------ / / Fee paid previously with preliminary materials. / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ------------------------------------------------------------------------ (2) Form, Schedule or Registration Statement No.: ------------------------------------------------------------------------ (3) Filing Party: ------------------------------------------------------------------------ (4) Date Filed: ------------------------------------------------------------------------ EX-99.1 2 EX 99.1 Vote FOR the merger to create the nation's preeminent diversified electric utility company. Dear Fellow AEP Shareholder, AEP recently mailed you proxy materials regarding our proposed merger with Central and South West Corporation. This brochure provides a brief overview of the benefits of and frequently asked questions about our merger and explains why I believe this will enhance your investment in AEP. I strongly believe that the merger with CSW offers significant opportunities to AEP shareholders and is an excellent way for AEP to strengthen its position in the coming competitive market. CSW has many strengths, among them a generation and transmission system that complements our own extremely well; an international presence in Latin America where we currently have no operations, and a corporate culture and philosophy about the future of the industry that meshes with ours. I believe that CSW is an ideal fit with AEP. Going forward, AEP and CSW will be the largest electric utility company in the country in terms of generation and number of customers. We'll have a large presence in the growing Southwest and expanded expertise with a diverse base of fuels for generation. We'll be extremely well poised for growth domestically and abroad. AEP shareholders are not required to approve the merger itself, but rather to approve an increase in the number of common shares of stock that can be issued in order to facilitate the merger. That is one of the primary issues that will be on the ballot at the annual shareholders meeting to be held in Columbus. AEP's management team and board of directors urge you to return your proxy card today to vote for the increase in the number of shares that can be issued so that this merger can move forward. With your help, the new AEP will compete successfully nationally and internationally. Thank you for helping us lead our company into the competitive future. Sincerely, /s/ E. Linn Draper, Jr. E. Linn Draper, Jr. Chairman, President and Chief Executive Officer Vote FOR: * Cost Savings and Improved Operations * Competitive Prices and Services * Greater Diversification * Increased Scale and Growth * Financial Strength For additional information or questions on voting for the merger, please call toll-free: 1-800-566-9061. VOTE TODAY! Vote FOR: Cost Savings and Improved Operations The combined company expects merger-related net savings of approximately $2 billion over the next 10 years through: * Greater efficiencies in operations and business processes * Elimination of duplication in corporate and administrative programs and positions * Improved purchasing power * Expanded customer relationships using combined distribution channels [GRAPH] [GRAPH] Vote FOR: Competitive Prices and Services The merger will create a company better able to meet the needs of customers in the face of increased competition. The merger also will create operating efficiencies that allow the combined company to continue to produce and deliver low-cost power which is below the industry average. [GRAPH] Vote FOR: Greater Diversification This merger will create a company that is diverse in its fuels, its power generation and its service area. In addition, the combined company will immediately be able to: * serve a larger and more diverse base of customers * enhance economic and competitive position * enhance fuel mix [MAP] AEP/CSW Service Territories States served by AEP/CSW Combined Domestic Territory After Merger [MAP] Increased Scale and Growth The combined company will serve more than 4.6 million customers in 11 states and 4 million customers outside the United States. The merger is expected to improve revenue by doubling the worldwide customer base. American Electric Power * AEP Resources, Inc. * AEP Resources Service Company * AEP Communications, Inc. * AEP Investments, Inc. * AEP Energy Services, Inc. American Electric Power * Leeds, United Kingdom * Toronto, Canada * Beijing, China * Sydney, Australia Central and South West * CSW Energy, Inc./CSW International, Inc. * C3 Communications, Inc. * EnerShop Inc. * CSW Energy Services, Inc. * CSW Credit, Inc. * CSW Leasing, Inc. Central and South West * Crawley, United Kingdom * Sao Paulo, Brazil * Mexico City, Mexico * Altamira, Mexico Financial Strength Historically, AEP and CSW have each maintained a strong financial position. Together we will be even stronger. By having this stronger financial base, the combined company is expected to increase its financial flexibility and improve its position in the financial markets. [PICTURE] Questions & Answers Q What am I being asked to vote on? A You are being asked to increase the number of shares of common stock that AEP can issue to facilitate the merger of CSW into AEP. Q How will the shareholders of AEP benefit? A The merger will better position AEP and CSW to compete in energy markets worldwide. The United States energy markets are moving away from regulated monopolies and toward competition. A combined AEP and CSW will have greater financial and marketing resources as well as an expanded international presence and a more diverse base of generating capacity. Added value will be created through cost savings and improved operations, competitive prices and services, greater diversification and increased scale and growth. Q How will this merger occur? A AEP shareholders must authorize the increased number of shares in order for the merger to move forward. CSW shareholders must approve the merger. Once the shareholders of both companies have voted affirmatively, the merger must be presented to various regulatory bodies, such as state regulatory agencies, the Securities and Exchange Commission and the Federal Energy Regulatory Commission. Q What do I need to do now? A Just sign and return your proxy card in the enclosed return envelope as soon as possible so that your shares can be voted at the shareholder meeting. Recordholders also can vote by telephone or the Internet. Instructions are on the proxy card. Q What will be the effect of the merger on AEP stock? A The exchange of shares of CSW common stock for the shares of AEP common stock will slightly dilute AEP's earnings in the first few years, but will add to AEP's cash flow from day one. After the initial dilution, we believe AEP's earnings will grow faster than if there had not been a merger. Q When do you expect the merger to be completed? A We are working to complete the merger as quickly as possible. Because we must secure the approval of a number of regulatory agencies, we don't expect the merger to be complete before the first half of 1999. Q What happens to my future dividend? A AEP's current dividend is $2.40 a year and AEP does not anticipate making any change to its dividend policy after the merger, although future dividends will be determined quarterly by the Board of Directors. The Company has successfully lowered its dividend payout ratio by growing earnings rather than cutting the dividend. AEP's board of directors and management team urge you to vote FOR the merger Today! Remember . . . Not returning your proxy card or abstaining has the effect of a vote against the merger. For additional information or questions on voting for the merger, please call toll-free: 1-800-566-9061 -----END PRIVACY-ENHANCED MESSAGE-----