Item 1.01 - 2005 SOIP Awards
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)
|
February
27, 2006
|
AMERICAN
ELECTRIC POWER COMPANY, INC.
|
(Exact
Name of Registrant as Specified in Its Charter)
(State
or
Other Jurisdiction of Incorporation)
1-3525
|
13-4922640
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
APPALACHIAN
POWER COMPANY
|
(Exact
Name of Registrant as Specified in Its Charter)
(State
or
Other Jurisdiction of Incorporation)
1-3457
|
54-0124790
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
(Exact
Name of Registrant as Specified in Its Charter)
(State
or
Other Jurisdiction of Incorporation)
1-6543
|
31-4271000
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
1
Riverside Plaza, Columbus, OH
|
43215
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
(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)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
]
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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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[
]
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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
1.01
|
Entry
into a Material Definitive
Agreement
|
On
February 27, 2006, the Human Resources Committee (the “HR Committee”) of the
Board of American Electric Power Company, Inc. (“AEP”) approved the performance
metrics that will be used to determine the amount of the awards under AEP’s
Senior Officer Incentive Plan (the “SOIP”) for 2006 for AEP’s executive
officers. The performance metrics are based on (i) safety performance, (ii)
operations measures, such as plant availability, (iii) results of regulatory
proceedings and (iv) strategic initiatives, such as diversity and strategic
development of new generation assets. Each of the performance metrics will
be
weighted at 25%. The overall funding level for AEP’s incentive plans, including
the SOIP, will be based on the extent to which AEP’s earnings per share meets or
exceeds the 2006 target approved by AEP’s Board of Directors. However, this
overall funding level may be adjusted, either positively or negatively, by
the
HR Committee.
On
February 28, 2006, the independent members of the AEP Board of Directors awarded
Michael G. Morris a bonus award of $2,250,000 for 2005. On February 27, 2006,
the HR Committee approved 2005 bonus awards as follows for the following
executive officers: Carl L. English, $575,000; Susan Tomasky, $575,000; Robert
P. Powers, $500,000; Thomas M. Hagan, $464,183 and Holly K. Koeppel, $464,183.
Each of these individuals will be named in the Summary Compensation Table of
AEP’s 2006 Proxy Statement.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrants
have
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.
|
|
APPALACHIAN
POWER COMPANY
|
|
OHIO
POWER COMPANY
|
|
|
|
|
|
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By:
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/s/
Thomas G. Berkemeyer
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Name:
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Thomas
G. Berkemeyer
|
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Title:
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Assistant
Secretary
|
March
3,
2006