OFFER TO PURCHASE AND PROXY STATEMENT
AMERICAN ELECTRIC POWER COMPANY, INC.
OFFER TO PURCHASE FOR CASH
ANY AND ALL OUTSTANDING SHARES OF THE FOLLOWING SERIES OF
CUMULATIVE PREFERRED STOCK OF
INDIANA MICHIGAN POWER COMPANY
119,767 SHARES, CUMULATIVE PREFERRED STOCK, 4- 1/8% SERIES AT A PURCHASE
PRICE OF $62.31 PER SHARE, CUSIP NUMBER 454889 30 4
40,000 SHARES, CUMULATIVE PREFERRED STOCK, 4.12% SERIES AT A PURCHASE PRICE
OF $64.17 PER SHARE, CUSIP NUMBER 454889 20 5
60,000 SHARES, CUMULATIVE PREFERRED STOCK, 4.56% SERIES AT A PURCHASE PRICE
OF $69.94 PER SHARE, CUSIP NUMBER 454889 82 5
400,000 SHARES, CUMULATIVE PREFERRED STOCK, 5.90% SERIES AT A PURCHASE
PRICE OF $101.83 PER SHARE, CUSIP NUMBER 454889 85 8
300,000 SHARES, CUMULATIVE PREFERRED STOCK, 6- 1/4% SERIES AT A PURCHASE
PRICE OF $103.79 PER SHARE, CUSIP NUMBER 454889 84 1
300,000 SHARES, CUMULATIVE PREFERRED STOCK, 6- 7/8% SERIES AT A PURCHASE
PRICE OF $106.45 PER SHARE, CUSIP NUMBER 454889 86 6
350,000 SHARES, CUMULATIVE PREFERRED STOCK, 6.30% SERIES AT A PURCHASE
PRICE OF $103.71 PER SHARE, CUSIP NUMBER 454889 83 3
INDIANA MICHIGAN POWER COMPANY
PROXY STATEMENT
WITH RESPECT TO ITS COMMON STOCK AND CUMULATIVE PREFERRED STOCK
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON FRIDAY, FEBRUARY 28, 1997, UNLESS THE OFFER IS EXTENDED.
American Electric Power Company, Inc., a New York corporation ("AEP"), invites the holders of each series of
cumulative preferred stock listed above
(each a "Series of Preferred," and the holder thereof a "Preferred Shareholder")
of Indiana Michigan Power Company, an Indiana corporation and direct utility subsidiary of AEP ("I&M"), to
tender any and all of their shares of a Series of Preferred ("Shares") for purchase at the purchase price per Share
listed above plus accrued and unpaid dividends for the Shares tendered, net to the seller in cash, upon the terms
and subject to the conditions set forth in this Offer to Purchase and Proxy Statement