Registration
No. 333-_____
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT
Under
THE
SECURITIES ACT OF 1933
Indiana
Michigan Power Company
(Exact
name of registrant as specified in its charter)
Indiana
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35-0410455
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(State or other
jurisdiction
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(I.R.S.
Employer
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of incorporation or
organization
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Identification
No.)
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|
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1 Riverside
Plaza
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Columbus,
Ohio
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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: (614) 716-1000
THOMAS G.
BERKEMEYER, Associate General Counsel
AMERICAN
ELECTRIC POWER SERVICE CORPORATION
1
Riverside Plaza
Columbus,
Ohio 43215
(614)
716-1648
(Name,
address and telephone number, including
area
code, of agent for service)
It is
respectfully requested that the Commission send copies
of all
notices, orders and communications to:
Dewey
& LeBoeuf LLP
1301
Avenue of the Americas
New York,
NY 10019-6092
Attention: E.
N. Ellis, IV
___________________
Approximate date of commencement of
proposed sale to the public:
As soon as practicable after the
effective date of the Registration Statement.
___________________
If
the only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the following
box. [ ]
If
any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [x]
If
this Form is filed to register additional securities for an offering pursuant to
Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same
offering. [ ]
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. [ ]
If
this Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. [ ]
If
this Form is a post-effective amendment to a registration statement filed
pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities
Act, check the following box. [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer,” and “smaller
reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934, as
amended. (Check one):
Large
accelerated filer [ ]
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Accelerated filer
[X]
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Non-accelerated
filer [ ] (Do not check
if a smaller reporting company)
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Smaller reporting
company [ ]
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CALCULATION
OF REGISTRATION FEE
Title
of
Each
Class
of
Securities
to
be
Registered
|
Amount
to
be
Registered
|
Proposed
Maximum
Offering
Price
Per
Unit(1)
|
Proposed
Maximum
Aggregate
Offering
Price(1)
|
Amount
of
Registration
Fee(2)
|
Unsecured
Notes
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$500,000,000
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100%
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$500,000,000
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$19,650
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(1)
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Estimated
solely for purpose of calculating the registration fee pursuant to Rule
457(o) of the Securities Act, and exclusive of any accrued interest, if
any.
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(2)
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The
registration fee has been calculated in accordance with Rule 457(o) under
the Securities Act.
|
___________________________
The registrant hereby amends this
registration statement on such date or dates as may be necessary to delay its
effective date until the registrant shall file a further amendment which
specifically states that this registration statement shall thereafter
become effective in accordance with Section 8(a) of the Securities Act of 1933,
or until the registration statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
The within prospectus contains the
information required by Rule 429 of the Commission under the Securities Act of
1933 with respect to $250,000,000 of Unsecured Notes of the registrant remaining
unsold under Registration Statement No. 333-136538, declared effective August
30, 2006.
The information in this prospectus is
not complete and may be changed. We may not sell these securities
until the registration statement filed with the Securities and Exchange
Commission is effective. This prospectus is not an offer to sell
these securities and is not soliciting an offer to buy these securities in any
state where the offer or sale is not permitted.
SUBJECT
TO COMPLETION, DATED DECEMBER 16, 2008
PROSPECTUS
INDIANA
MICHIGAN POWER COMPANY
1
RIVERSIDE PLAZA
COLUMBUS,
OHIO 43215
(614)
716-1000
$750,000,000
UNSECURED
NOTES
TERMS OF
SALE
The
following terms may apply to the notes that we may sell at one or more
times. A prospectus supplement or pricing supplement will include the
final terms for each note. If we decide to list upon issuance any
note or notes on a securities exchange, a prospectus supplement or pricing
supplement will identify the exchange and state when we expect trading could
begin.
- Mature
9 months to 50 years
- Fixed
or floating interest rate
-
Remarketing features
-
Certificate or book-entry form
- Subject
to redemption or repayment
- Not
convertible, amortized or subject to a sinking fund
-
Interest paid on fixed rate notes quarterly or semi-annually
-
Interest paid on floating rate notes monthly, quarterly, semi-annually, or
annually
- Issued
in multiples of a minimum denomination
INVESTING
IN THESE NOTES INVOLVES RISKS. SEE THE SECTION ENTITLED “RISK
FACTORS” ON PAGE 2 FOR MORE INFORMATION.
The
notes have not been approved or disapproved by the Securities and Exchange
Commission or any state securities commission, nor have these organizations
determined that this prospectus is accurate or complete. Any
representation to the contrary is a criminal offense.
The date
of this prospectus is __________, 2008.
THE
COMPANY
We
generate, sell, purchase, transmit and distribute electric power. We
serve approximately 583,000 retail customers in northern and eastern Indiana and
a portion of southwestern Michigan. We also sell and transmit power
at wholesale to other electric utilities, municipalities, rural electric
cooperatives and nonutility entities engaged in the wholesale power
market. Our principal executive offices are located at 1 Riverside
Plaza, Columbus, Ohio 43215 (telephone number 614-716-1000). We are a
subsidiary of American Electric Power Company, Inc. (“AEP”) a public utility
holding company, and we are a part of the American Electric Power integrated
utility system. The executive offices of American Electric Power
Company, Inc. are located at 1 Riverside Plaza, Columbus, Ohio 43215
(telephone number 614-716-1000).
PROSPECTUS
SUPPLEMENTS
We may
provide information to you about the notes in up to three separate documents
that progressively provide more detail: (a) this prospectus provides general
information some of which may not apply to your notes; (b) the accompanying
prospectus supplement provides more specific terms of your notes; and (c) if not
included in the accompanying prospectus supplement, a pricing supplement will
provide the final terms of your notes. It is important for you to
consider the information contained in this prospectus, the prospectus supplement
and any pricing supplement in making your investment decision.
RISK
FACTORS
Investing
in the notes involves risk. Please see the risk factors described in
our most recent Annual Report on Form 10-K for the fiscal year ended December
31, 2007, along with certain amended and restated risk factors contained in our
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2008, June 30,
2008 and September 30, 2008, which are incorporated by reference in this
prospectus. Before making an investment decision, you should
carefully consider these risks as well as other information contained or
incorporated by reference in this prospectus. The risks and
uncertainties described are those presently known to us. Additional risks and
uncertainties not presently known to us or that we currently deem immaterial may
also impair our business operations, our financial results and the value of the
notes.
WHERE
YOU CAN FIND MORE INFORMATION
This
prospectus is part of a registration statement we filed with the Securities and
Exchange Commission (“SEC”). We also file annual, quarterly and
special reports and other information with the SEC. You may read and
copy any document we file at the SEC’s Public Reference Room at 100 F Street
N.E., Room 1580, Washington, D.C. 20549. Please call the
SEC at 1-800-SEC-0330 for further information on the public reference
rooms. You may also examine our SEC filings through the SEC’s web
site at http://www.sec.gov.
The SEC
allows us to “incorporate by reference” the information we file with them, which
means that we can disclose important information to you by referring you to
those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information that we file
with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below
and any future filings made with the SEC under Sections 13(a), 13(c), 14, or
15(d) of the Securities Exchange Act of 1934 (including any documents filed
after the date of the initial registration statement and prior to its
effectiveness) until we sell all the notes.
·
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Annual
Report on Form 10-K for the year ended December 31,
2007;
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·
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Quarterly
Reports on Form 10-Q for the quarters ended March 31, 2008, June 30, 2008
and September 30, 2008; and
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·
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Current
Reports on Form 8-K dated April 4, 2008, December 1, 2008 and December 9,
2008.
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You may
request a copy of these filings, at no cost, by writing or telephoning us at the
following address:
Ms. R.
Buonavolonte
American
Electric Power Service Corporation
1
Riverside Plaza
Columbus,
Ohio 43215
614-716-1000
You
should rely only on the information incorporated by reference or provided in
this prospectus or any supplement and in any written communication from us or
any underwriter specifying the final terms of the particular
offering. We have not authorized anyone else to provide you with
different information. We are not making an offer of these notes in
any state where the offer is not permitted. You should not assume
that the information in this prospectus or any supplement is accurate as of any
date other than the date on the front of those documents.
RATIO
OF EARNINGS TO FIXED CHARGES
The Ratio
of Earnings to Fixed Charges for each of the periods indicated is as
follows:
Twelve Months Period
Ended
Ratio
December
31,
2003
1.83
December
31,
2004
2.46
December
31,
2005
2.71
December
31,
2006
2.38
December
31,
2007
2.26
September
30,
2008 2.63
The Ratio
of Earnings to Fixed Charges for the nine months ended September 30, 2008 was
2.87. For current information on the Ratio of Earnings to Fixed
Charges, please see our most recent Form 10-K and Form 10-Q. See
Where You Can Find More
Information
on page 2.
USE
OF PROCEEDS
Unless
otherwise stated in a prospectus supplement, the net proceeds from the sale of
the notes will be used for funding our construction program and for other
general corporate purposes relating to our utility business. These
purposes may include redeeming or repurchasing outstanding debt (including the
repayment of advances from affiliates) or preferred stock and replenishing
working capital. If we do not use the net proceeds immediately, we
will temporarily invest them in short-term, interest-bearing
obligations. We estimate that our construction costs in 2009 will
approximate $362,000,000. At December 12, 2008, we had approximately
$458,000,000 in advances from affiliates outstanding.
DESCRIPTION
OF THE NOTES
General
We will
issue the notes under an Indenture dated October 1, 1998 (as previously
supplemented and amended) between us and the Trustee, The Bank of New
York. This prospectus briefly outlines some provisions of the
Indenture. If you would like more information on these provisions,
you should review the Indenture and any supplemental indentures or company
orders that we have filed or will file with the SEC. See
Where You Can Find More
Information
on how to locate these documents. You may also
review these documents at the Trustee’s offices at 101 Barclay Street 8W, New
York, New York.
The
Indenture does not limit the amount of notes that may be issued. The
Indenture permits us to issue notes in one or more series or tranches upon the
approval of our board of directors and as described in one or more company
orders or supplemental indentures. Each series of notes may differ as
to their terms. The Indenture also gives us the ability to reopen a
previous issue of a series of notes and issue additional notes of such
series.
The notes
are unsecured and will rank equally with all our unsecured unsubordinated
debt. For current information on our debt outstanding see our most
recent Form 10-K and 10-Q. See
Where You Can Find More
Information
.
The notes
will be denominated in U.S. dollars and we will pay principal and interest in
U.S. dollars. Unless an applicable pricing or prospectus supplement
states otherwise, the notes will not be subject to any conversion, amortization,
or sinking fund. We expect that the notes will be “book-entry,”
represented by a permanent global note registered in the name of The Depository
Trust Company, or its nominee. We reserve the right, however, to
issue note certificates registered in the name of the noteholders.
In the
discussion that follows, whenever we talk about paying principal on the notes,
we mean at maturity or redemption. Also, in discussing the time for notices and
how the different interest rates are calculated, all times are New York City
time and all references to New York mean the City of New York, unless otherwise
noted.
The
following terms may apply to each note as specified in the applicable pricing or
prospectus supplement and the note.
Redemptions
If we
issue redeemable notes, we may redeem such notes at our option unless an
applicable pricing or prospectus supplement states otherwise. The
pricing or prospectus supplement will state the terms of
redemption. We may redeem notes in whole or in part by delivering
written notice to the noteholders no more than 60, and not less than 30, days
prior to redemption. If we do not redeem all the notes of a series at
one time, the Trustee selects the notes to be redeemed in a manner it determines
to be fair.
Remarketed
Notes
If we
issue notes with remarketing features, an applicable pricing or prospectus
supplement will describe the terms for the notes including: interest rate,
remarketing provisions, our right to redeem notes, the holders’ right to tender
notes, and any other provisions.
Book-Entry
Notes - Registration, Transfer, and Payment of Interest and
Principal
Unless otherwise stated in a prospectus
supplement, the Depository Trust Company (“DTC”), New York, New York, will act
as securities depository for the notes. The notes will be issued as
fully-registered notes registered in the name of Cede & Co. (DTC’s
partnership nominee) or such other name as may be requested by an authorized
representative of DTC. One fully-registered note certificate will be
issued for each issue of the notes, each in the aggregate principal amount of
such issue, and will be deposited with DTC.
DTC, the world’s largest securities
depository, is a limited-purpose trust company organized under the New York
Banking Law, a “banking organization” within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a “clearing corporation” within the
meaning of the New York Uniform Commercial Code, and a “clearing agency”
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934, as amended . DTC holds and provides asset servicing for
over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and
municipal debt issues, and money market instruments (from over 100 countries)
that DTC’s participants (“Direct Participants”) deposit with DTC. DTC
also facilitates the post-trade settlement among Direct Participants of sales
and other securities transactions in deposited securities, through electronic
computerized book-entry transfers and pledges between Direct Participants’
accounts. This eliminates the need for physical movement of
securities certificates. Direct Participants include both U.S. and
non-U.S. securities brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations. DTC is a wholly-owned
subsidiary of The Depository Trust & Clearing Corporation
(“DTCC”). DTCC is the holding company for DTC, National Securities
Clearing Corporation and Fixed Income Clearing Corporation, all of which are
registered clearing agencies. DTCC is owned by the users of its
regulated subsidiaries. Access to the DTC system is also available to
others such as both U.S. and non-U.S. securities brokers and dealers, banks,
trust companies, and clearing corporations that clear through or maintain a
custodial relationship with a Direct Participant, either directly or indirectly
(“Indirect Participants”). DTC has Standard & Poor’s highest
rating: AAA. The DTC Rules applicable to its Participants
are on file with the SEC. More information about DTC can be found at
www.dtcc.com
and www.dtc.org.
Purchases
of notes under the DTC system must be made by or through Direct Participants,
which will receive a credit for the notes on DTC’s records. The
ownership interest of each actual purchaser of each note (“Beneficial Owner”) is
in turn to be recorded on the Direct and Indirect Participants’
records. Beneficial Owners will not receive written confirmation from
DTC of their purchase. Beneficial Owners are, however, expected to
receive written confirmations providing details of the transaction, as well as
periodic statements of their holdings, from the Direct or Indirect Participant
through which the Beneficial Owner entered into the
transaction. Transfers of ownership interests in the notes are to be
accomplished by entries made on the books of Direct and Indirect Participants
acting on behalf of Beneficial Owners. Beneficial Owners will not
receive certificates representing their ownership interests in notes, except in
the event that use of the book-entry system for the notes is
discontinued.
To
facilitate subsequent transfers, all notes deposited by Direct Participants with
DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or
such other name as may be requested by an authorized representative of
DTC. The deposit of notes with DTC and their registration in the name
of Cede & Co. or such other DTC nominee do not effect any change in
beneficial ownership. DTC has no knowledge of the actual Beneficial
Owners of the notes; DTC’s records reflect only the identity of the Direct
Participants to whose accounts such notes are credited, which may or may not be
the Beneficial Owners. The Direct and Indirect Participants will
remain responsible for keeping account of their holdings on behalf of their
customers.
Conveyance
of notices and other communications by DTC to Direct Participants, by Direct
Participants to Indirect Participants, and by Direct Participants and Indirect
Participants to Beneficial Owners will be governed by arrangements among them,
subject to any statutory or regulatory requirements as may be in effect from
time to time. Beneficial Owners of notes may wish to take certain
steps to augment the transmission to them of notices of significant events with
respect to the notes, such as redemptions, tenders, defaults, and proposed
amendments to the notes documents. For example, Beneficial Owners of
notes may wish to ascertain that the nominee holding the notes for their benefit
has agreed to obtain and transmit notices to Beneficial Owners. In
the alternative, Beneficial Owners may wish to provide their names and addresses
to the registrar and request that copies of notices be provided directly to
them.
Redemption
notices shall be sent to DTC. If less than all of the notes are being
redeemed, DTC’s practice is to determine by lot the amount of the interest of
each Direct Participant in such issue to be redeemed.
Neither DTC nor Cede & Co. (nor any
other DTC nominee) will consent or vote with respect to the notes unless
authorized by a Direct Participant in accordance with DTC’s MMI
Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to
us as soon as possible after the record date. The Omnibus Proxy
assigns Cede & Co.’s consenting or voting rights to
those
Direct Participants to whose accounts the notes are credited on the record date
(identified in a listing attached to the Omnibus Proxy).
Redemption
proceeds and distributions on the notes will be made to Cede & Co., or such
other nominee as may be requested by an authorized representative of
DTC. DTC’s practice is to credit Direct Participants’ accounts upon
DTC’s receipt of funds and corresponding detail information from us or the
Trustee on the payable date in accordance with their respective holdings shown
on DTC’s records. Payments by Participants to Beneficial Owners will
be governed by standing instructions and customary practices, as is the case
with notes held for the accounts of customers in bearer form or registered in
“street name”, and will be the responsibility of such Participant and not of
DTC, the Trustee or us, subject to any statutory or regulatory requirements as
may be in effect from time to time. Payment of redemption proceeds
and distributions to Cede & Co. (or such other nominee as may be requested
by an authorized representative of DTC) is our or the Trustee’s responsibility,
disbursement of such payments to Direct Participants will be the responsibility
of DTC, and disbursement of such payments to the Beneficial Owners will be the
responsibility of Direct and Indirect Participants.
A
Beneficial Owner shall give notice to elect to have its notes purchased or
tendered, through its Participant, to the Tender/Remarketing Agent, and shall
effect delivery of such notes by causing the Direct Participant to transfer the
Participant’s interest in the notes, on DTC’s records, to the Tender/Remarketing
Agent. The requirement for physical delivery of the notes in
connection with an optional tender or a mandatory purchase will be deemed
satisfied when the ownership rights in the notes are transferred by Direct
Participants on DTC’s records and followed by a book-entry credit of tendered
notes to the Tender/Remarketing Agent’s DTC account.
DTC may
discontinue providing its services as depository with respect to the notes at
any time by giving reasonable notice to us. Under such circumstances,
in the event that a successor depository is not obtained, note certificates are
required to be printed and delivered.
We may
decide to discontinue use of the system of book-entry only transfers through DTC
(or a successor securities depository). In that event, note
certificates will be printed and delivered to DTC.
The
information in this section concerning DTC and DTC’s book-entry system has been
obtained from sources that we believe to be reliable, but we take no
responsibility for the accuracy thereof.
Note
Certificates-Registration, Transfer, and Payment of Interest and
Principal
If we
issue note certificates, they will be registered in the name of the noteholder.
The notes may be transferred or exchanged, pursuant to administrative procedures
in the Indenture, without the payment of any service charge (other than any tax
or other governmental charge) by contacting the paying
agent. Payments on note certificates will be made by
check.
Interest
Rate
The
interest rate on the notes will either be fixed or floating. The
interest paid will include interest accrued to, but excluding, the date of
maturity or redemption. Interest is generally payable to the person
in whose name the note is registered at the close of business on the record date
before each interest payment date. Interest payable at maturity or
redemption, however, will be payable to the person to whom principal is
payable.
Unless an
applicable pricing or prospectus supplement states otherwise, if we issue a note
after a record date but on or prior to the related interest payment date, we
will pay the first interest payment on the interest payment date after the next
record date. We will pay interest payments by check or wire transfer,
at our option.
Fixed
Rate Notes
A pricing
or prospectus supplement will designate the record dates, payment dates and the
fixed rate of interest payable on a note. We will pay interest
monthly, quarterly or semi-annually, and upon maturity or
redemption. Unless an applicable pricing or prospectus supplement
states otherwise, if any payment date falls on a day that is not a business day,
we will pay interest on the next business day and no additional interest will be
paid. Interest payments will be the amount of interest accrued to,
but excluding, each payment date. Interest will be computed using a
360-day year of twelve 30-day months.
Floating
Rate Notes
Each
floating rate note will have an interest rate formula. The applicable
pricing supplement will state the initial interest rate or interest rate formula
on each note effective until the first interest reset date. The
applicable pricing or prospectus supplement will state the method and dates on
which the interest rate will be determined, reset and paid.
Events
of Default
“Event of
Default” means any of the following:
|
-
failure to pay for three business days the principal of (or premium, if
any, on) any note of a series when due and
payable;
|
-
failure to pay for 30 days any interest on any note of any series when due and
payable;
|
-
failure to perform any other requirements in such notes, or in the
Indenture in regard to such notes, for 90 days after
notice;
|
- certain events of bankruptcy or insolvency; or
-
any other event of default specified in a series of notes.
An Event
of Default for a particular series of notes does not necessarily mean that an
Event of Default has occurred for any other series of notes issued under the
Indenture. If an Event of Default occurs and continues, the Trustee
or the holders of at least 33% of the principal amount of the notes of the
series affected may require us to repay the entire principal of the notes of
such series within ten days after the date of such notice (“Repayment
Acceleration”). In most instances, the holders of at least a majority
in aggregate principal amount of the notes of the affected series may rescind a
previously triggered Repayment Acceleration if we have first cured our default
by depositing with the Trustee enough money to pay all (unaccelerated) past due
amounts and penalties, if any.
The
Trustee must within 90 days after a default occurs, notify the holders of the
notes of the series of default unless such default has been cured or
waived. We are required to file an annual certificate with the
Trustee, signed by an officer, concerning any default by us under any provisions
of the Indenture.
Subject
to the provisions of the Indenture relating to its duties in case of default,
the Trustee shall be under no obligation to exercise any of its rights or powers
under the Indenture at the request, order or direction of any holders unless
such holders offer the Trustee reasonable indemnity. Subject to the
provisions for indemnification, the holders of a majority in principal amount of
the notes of any series may direct the time, method and place of conducting any
proceedings for any remedy available to, or exercising any trust or power
conferred on, the Trustee with respect to such notes.
Modification
of Indenture
Under the
Indenture, our rights and obligations and the rights of the holders of any notes
may be changed. Any change affecting the rights of the holders of any
series of notes requires the consent of the holders of not less than a majority
in aggregate principal amount of the outstanding notes of all series affected by
the change, voting as one class. However, we cannot change the terms
of payment of principal or interest, or a reduction in the percentage required
for changes or a waiver of default, unless the holder consents. We
may issue additional series of notes and take other action that does not affect
the rights of holders of any series by executing supplemental indentures without
the consent of any noteholders.
Consolidation,
Merger or Sale
We may
merge or consolidate with any entity or sell substantially all of our assets as
an entirety as long as the successor or purchaser expressly assumes the payment
of principal, and premium, if any, and interest on the notes.
Legal
Defeasance
We will
be discharged from our obligations on the notes of any series at any time
if:
·
|
we
deposit with the Trustee sufficient cash or government securities to
pay the principal, interest, any premium and any other sums due
to the stated maturity date or a redemption date of the note of the
series; and
|
·
|
we
deliver to the Trustee an opinion of counsel stating that the federal
income tax obligations of noteholders of that series will not change as a
result of our performing the action described
above.
|
If this
happens, the noteholders of the series will not be entitled to the benefits of
the Indenture except for registration of transfer and exchange of notes and
replacement of lost, stolen or mutilated notes.
Covenant
Defeasance
We will
be discharged from our obligations under certain restrictive covenants
applicable to the notes of a particular series if, among other things, we
perform both of the actions described above. See
Legal
Defeasance
. If this happens, any later breach of that
particular restrictive covenant will not result in Repayment
Acceleration. If we cause an Event of Default apart from breaching
that restrictive covenant, there may not be sufficient money or government
obligations on deposit with the Trustee to pay all amounts due on the notes of
that series. In that instance, we would remain liable for such
amounts.
Governing
Law
The
Indenture and notes of all series will be governed by the laws of the State of
New York.
Concerning
the Trustee
We and
our affiliates use or will use some of the banking services of the Trustee and
other services of its affiliates in the normal course of business.
PLAN
OF DISTRIBUTION
We may
sell the notes (a) through agents; (b) through underwriters or dealers; or (c)
directly to one or more purchasers.
By
Agents
Notes may
be sold on a continuing basis through agents designated by us. The
agents will agree to use their reasonable efforts to solicit purchases for the
period of their appointment.
The
Agents will not be obligated to make a market in the notes. We cannot
predict the amount of trading or liquidity of the notes.
By
Underwriters
If
underwriters are used in the sale, the underwriters will acquire the notes for
their own account. The underwriters may resell the notes in one or
more transactions, including negotiated transactions, at a fixed public offering
price or at varying prices determined at the time of sale. The
obligations of the underwriters to purchase the notes will be subject to certain
conditions. The underwriters will be obligated to purchase all the
notes of the series offered if any of the notes are purchased. Any
initial public offering price and any discounts or concessions allowed or
re-allowed or paid to dealers may be changed from time to time.
Direct
Sales
We may
also sell notes directly. In this case, no underwriters or agents
would be involved.
General
Information
Underwriters,
dealers, and agents that participate in the distribution of the notes may be
underwriters as defined in the Securities Act of 1933 (the “Act”), and any
discounts or commissions received by them from us and any profit on the resale
of the notes by them may be treated as underwriting discounts and commissions
under the Act.
We may
have agreements with the underwriters, dealers and agents to indemnify them
against certain civil liabilities, including liabilities under the Act or to
contribute to payments that each underwriter, dealer or agent may be required to
make in respect thereto.
Underwriters,
dealers and agents and their respective affiliates may engage in transactions
with, or perform services for, us or our affiliates in the ordinary course of
their businesses.
LEGAL
OPINIONS
Jeffrey
D. Cross or Thomas G. Berkemeyer, Deputy General Counsel and Associate General
Counsel, respectively, of American Electric Power Service Corporation, our
service company affiliate, will issue an opinion about the legality of the notes
for us. Dewey & LeBoeuf LLP, New York, NY will issue an opinion
for the agents or underwriters. From time to time, Dewey &
LeBoeuf LLP acts as counsel to our affiliates for some matters.
EXPERTS
The consolidated financial statements
and the related consolidated financial statement schedule incorporated in this
prospectus by reference from the Indiana Michigan Power Company and subsidiaries
Annual Report on Form 10-K for the year ended December 31, 2007 have been
audited by Deloitte & Touche LLP, an independent registered public
accounting firm, as stated in their reports (which reports express an
unqualified opinion and, as to the report related to the financial statements,
includes an explanatory paragraph concerning the adoption of new accounting
pronouncements in 2006 and 2007), which are incorporated herein by reference,
and have been so incorporated in reliance upon the reports of such firm given
upon their authority as experts in accounting and auditing.
Table
of Contents
|
|
|
|
|
|
THE
COMPANY
|
2
|
|
PROSPECTUS
SUPPLEMENTS
|
2
|
|
RISK
FACTORS
|
2
|
|
WHERE
YOU CAN FIND MORE
INFORMATION
|
2
|
|
RATIO
OF EARNINGS TO FIXED
CHARGES
|
3
|
|
USE
OF PROCEEDS
|
4
|
$750,000,000
Unsecured Notes
|
DESCRIPTION
OF THE NOTES
|
4
|
|
General
|
4
|
|
Redemptions
|
5
|
|
Remarketed
Notes
|
5
|
|
Book
Entry Notes – Registrations,
Transfer
and Payment of Interest
and
Principal
|
5
|
PROSPECTUS
|
Note
Certificates - Registration,
Transfer,
and Payment of Interest
and
Principal
|
7
|
|
Interest
Rate
|
7
|
|
Fixed
Rate Notes
|
8
|
The
date of this
|
Floating
Rate Notes
|
8
|
Prospectus
is ________ __, 2008
|
Events
of Default
|
9
|
|
Modification
of Indenture
|
9
|
|
Consolidation,
Merger or Sale
|
9
|
|
Legal
Defeasance
|
9
|
|
Covenant
Defeasance
|
10
|
|
Governing
Law
|
10
|
|
Concerning
the Trustee
|
10
|
|
PLAN
OF DISTRIBUTION
|
10
|
|
By
Agents
|
10
|
|
By
Underwriters
|
10
|
|
Direct
Sales
|
10
|
|
General
Information
|
11
|
|
LEGAL
OPINIONS
|
11
|
|
EXPERTS
|
11
|
|
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14. Other
Expenses of Issuance and Distribution.*
Estimation
based upon the issuance of all of the unsecured notes in two
issuances:
Securities
and Exchange Commission Filing
Fees $ 19,650
Printing
Registration Statement, Prospectus,
etc. 30,000
Independent
Registered Public Accounting
Firm 75,000
Charges
of Trustee (including counsel
fees) 40,000
Legal
fees
100,000
Rating
Agency
fees 596,250
Miscellaneous
expenses
25,000
Total
$ 885,900
* Estimated,
except for filing fees.
Item
15. Indemnification
of Directors and Officers.
Section 23-1-37-8 of the Indiana Code
provides that an Indiana corporation may indemnify an individual made a party to
a proceeding because the individual is or was a director if (i) the individual’s
conduct was in good faith, (ii) the individual reasonably believed that, in the
case of conduct in the individual’s official capacity with the corporation, his
or her conduct was in the best interests of the corporation and, in all other
cases, his or her conduct was at least not opposed to the best interests of the
corporation and (iii) in the case of a criminal proceeding, that the director
either had reasonable cause to believe his or her conduct was lawful or had no
reasonable cause to believe that such conduct was unlawful. The
termination of a proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contendere or its equivalent is not, of itself, determinative
that a director did not meet the required standard of
conduct. Section 23-1-37-9 requires a corporation, unless limited by
its articles of incorporation, to indemnify a director who has been wholly
successful on the merits or otherwise in the defense of a proceeding against
reasonable expenses (including counsel fees) so incurred. Section
23-1-37-10 authorizes a corporation to pay for or reimburse the reasonable
expenses (including counsel fees) incurred by a director in advance of final
disposition of a proceeding upon: (1) a determination that, in
light of the facts then known, indemnification is permissible; (2) receipt by
the corporation of a written affirmation by the director of his or her good
faith belief that the required standard of conduct has been met; and (3) receipt
by the corporation of a written undertaking by the director to repay any such
advance if it is ultimately determined that the director did not meet the
required standard of conduct.
Pursuant to Section 23-1-37-11, a
director may apply for indemnification to a court of competent
jurisdiction. Pursuant to Section 23-1-37-13, an officer is entitled
to mandatory indemnification under Section 23-1-37-9 and to apply for
court-ordered indemnification under Section 23-1-37-11 to the same extent as a
director. A corporation may indemnify and advance expenses to an
officer, employee or agent to the same extent as to a
director. Pursuant to Section 23-1-37-14, a corporation may purchase
and maintain insurance on behalf of an individual who is a director, officer,
employee or agent of the corporation, whether or not the corporation would have
power by statute to indemnify the individual against the same
liability. Section 23-1-37-15 provides that the statutory provisions
do not exclude any other rights to indemnification and advance for expenses that
a person may otherwise have. The by-laws of the Company provide for
the indemnification of directors and officers of the Company to the full extent
permitted by the Indiana Code.
The above is a general summary of
certain provisions of the Company’s by-laws and of the Indiana Code and is
subject in all respects to the specific and detailed provisions of the Company’s
by-laws and the Indiana Code.
Reference is made to the Underwriting
Agreement, filed as Exhibit 1 hereto, which provides for indemnification, under
certain circumstances, of the Company, certain of its directors and officers,
and persons who control the Company.
The Company maintains insurance
policies insuring its directors and officers against certain obligations that
may be incurred by them.
Item
16. Exhibits.
Reference is made to the information
contained in the Exhibit Index filed as part of this Registration
Statement.
(a)
|
The
undersigned registrant hereby
undertakes:
|
(1)
|
To
file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration
Statement:
|
|
(i)
|
to
include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933;
|
|
(ii)
|
to
reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in
the effective registration statement;
and
|
|
(iii)
|
to
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration
statement;
|
provided, however
, that (i),
(ii) and (iii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in reports filed with
or furnished to the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement, or is contained in a form of prospectus
filed pursuant to Rule 424(b) that is part of the registration
statement.
(2)
|
That,
for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
|
(3)
|
To
remove from registration by means of post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
|
(4)
|
That,
for the purpose of determining liability under the Securities Act of 1933
to any purchaser:
|
|
(i)
|
Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be
deemed to be part of the registration statement as of the date the filed
prospectus was deemed part of and included in the registration statement;
and
|
|
(ii)
|
Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or
(b)(7) as part of a registration statement in reliance on Rule 430B
relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x)
for the purpose of providing the information required by Section 10(a) of
the Securities Act of 1933 shall be deemed to be part of and included in
the registration statement as of the earlier of the date such form of
prospectus is first used after effectiveness or the date of the first
contract of sale of securities in the offering described in the
prospectus. As provided in Rule 430B, for liability purposes of
the issuer and any person that is at that date an underwriter, such date
shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that
prospectus relates, and the offering of such securities at that time shall
be deemed to be the initial
bona fide
offering
thereof.
Provided, however
, that
no statement made in a registration statement or prospectus that is part
of the registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a
time of contract of sale prior to such effective date, supersede or modify
any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document
immediately prior to such effective
date.
|
(5)
|
That,
for the purpose of determining liability of the registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of the
securities, the undersigned registrant undertakes that in a primary
offering of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will be
considered to offer or sell such securities to such
purchaser:
|
|
(i)
|
Any
preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule
424;
|
|
(ii)
|
Any
free writing prospectus relating to the offering prepared by or on behalf
of the undersigned registrant or used or referred to by the undersigned
registrant;
|
|
(iii)
|
The
portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant or its
securities provided by or on behalf of the undersigned registrant;
and
|
|
(iv)
|
Any
other communication that is an offer in the offering made by the
undersigned registrant to the
purchaser.
|
|
(b)
|
The
undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the
registrant’s annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in
this registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide
offering
thereof.
|
|
(c)
|
Insofar
as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such
issue.
|
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has reasonable cause to
believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Columbus and State of
Ohio, on the 16
th
day of
December, 2008.
INDIANA MICHIGAN POWER
COMPANY
Michael G. Morris*
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the
Securities Act of 1933, this registration statement has been signed below by the
following persons in the capacities and on the dates indicated.
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
(i)
|
Principal
Executive
|
|
|
|
|
|
Officer
|
|
Chairman
of the
|
|
|
|
|
|
Board
and Chief
|
|
|
|
Michael
G. Morris*
|
|
Executive
Officer
|
|
December
16, 2008
|
|
|
|
|
|
|
(ii)
|
Principal
Financial
|
|
|
|
|
|
Officer:
|
|
|
|
|
|
/s/ Holly Keller Koeppel
_____
|
|
|
|
|
|
Holly
Keller Koeppel
|
|
Vice
President
|
|
December
16, 2008
|
|
|
|
|
|
|
(iii)
|
Principal
Accounting
|
|
|
|
|
|
Officer:
|
|
|
|
|
|
/s/ J. M. Buonauito
_________
|
|
Controller
and Chief
|
|
December
16, 2008
|
|
J.
M. Buonauito
|
|
Accounting
Officer
|
|
|
|
|
|
|
|
|
(iv)
|
A
Majority of the
|
|
|
|
|
|
Directors:
|
|
|
|
|
|
|
|
|
|
|
|
Nicholas
K. Akins*
|
|
Marc
E. Lewis*
|
|
|
|
Kent
D. Curry
|
|
Susanne
M. Moorman Rowe*
|
|
|
Edward
J. Ehler
|
|
Michael
G. Morris*
|
|
|
|
Carl
L. English*
|
|
Helen
H. Murray*
|
|
|
|
Allen
R. Glassburn*
|
|
Robert
P. Powers*
|
|
|
|
JoAnn
M. Grevenow*
|
|
Brian
X. Tierney
|
|
|
|
Patrick
C. Hale*
|
|
Susan
Tomasky*
|
|
|
|
Holly
Keller Koeppel*
|
|
|
|
|
|
|
|
|
|
|
*By
/s/ Holly Keller
Koeppel
__________
|
|
December
16, 2008
|
(Holly
Keller Koeppel, Attorney-in-Fact)
|
|
|
EXHIBIT
INDEX
Certain of the following exhibits,
designated with an asterisk (*), are filed herewith. The exhibits not
so designated have heretofore been filed with the Commission and, pursuant to 17
C.F.R. §201.24 and §230.411, are incorporated herein by reference to the
documents indicated following the descriptions of such exhibits.
Exhibit No.
|
|
Description
|
* 1
|
—
|
Proposed
Underwriting Agreement for the unsecured notes.
|
4(a)
|
—
|
Indenture,
dated as of October 1, 1998, between the Company and The Bank of New York,
as Trustee for the unsecured notes. [Registration Statement No. 333-88523,
Exhibit 4(a), 4(b) and 4(c); Registration Statement No. 333-58656, Exhibit
4(b) and 4(c); Registration Statement No. 333.136538, Exhibit 4(b) and
4(c)].
|
* 4(b)
|
—
|
Copy
of Company Order and Officer’s Certificate, dated November 14, 2006,
establishing certain terms of the 6.05% Senior Notes, Series H, due
2037.
|
* 4(c)
|
—
|
Proposed
form of Company Order for the unsecured notes.
|
* 5
|
—
|
Opinion
of Thomas G. Berkemeyer, Esq. with respect to the unsecured
notes.
|
12
|
—
|
Statement
re Computations of Ratios [Quarterly Report on Form 10-Q of the Company
for the period ended September 30, 2008, File No. 1-3570, Exhibit
12].
|
*23(a)
|
—
|
Consent
of Deloitte & Touche LLP.
|
23(b)
|
—
|
Consent
of Thomas G. Berkemeyer, Esq. (included in Exhibit 5 filed
herewith)
|
*24
|
—
|
Powers
of Attorney and resolutions of the Board of Directors of the
Company.
|
*25
|
—
|
Form
T-1 re eligibility of The Bank of New York to act as Trustee under the
Indenture.
|
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