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
Date of report (Date of earliest event reported) May 10, 2005
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AMERICAN ELECTRIC POWER COMPANY, INC.
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(Exact Name of Registrant as Specified in Its Charter)
New York
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(State or Other Jurisdiction of Incorporation)
1-3525 13-4922640
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(Commission File Number) (IRS Employer Identification No.)
1 Riverside Plaza, Columbus, OH 43215
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(Address of Principal Executive Offices) (Zip Code)
614-716-1000
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(Registrant's Telephone Number, Including Area Code)
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(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)
[ ] 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 7.01 Regulation FD Disclosure
Representatives of American Electric Power Company, Inc. (the "Company")
will conduct several meetings with investors on May 10 through May 26, 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 April 28, 2005 in connection with its
first 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); oversight and/or investigation of the energy sector or its
participants; 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 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.
AMERICAN ELECTRIC POWER COMPANY, INC.
By: /s/ Thomas G. Berkemeyer
Name: Thomas G. Berkemeyer
Title: Assistant Secretary
May 10, 2005