<PAGE>
Registration No. 33-53377
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Columbus Southern Power Company
(Exact name of registrant as specified in its charter)
Ohio 31-4154203
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
215 North Front Street
Columbus, Ohio 43215
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 614-464-7700
G. P. MALONEY, Executive Vice President
AMERICAN ELECTRIC POWER SERVICE CORPORATION
1 Riverside Plaza
Columbus, Ohio 43215
614-223-1000
(Name, address, including zip code,
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:
Simpson Thacher & Bartlett Winthrop, Stimson, Putnam & Roberts
425 Lexington Avenue One Battery Park Plaza
New York, N.Y. 10017-3909 New York, N.Y. 10004-1490
Attention: James M. Cotter Attention: Donald L. Medlock
212-455-2000 212-858-1000
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. [ ]
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT.
A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE
SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR
TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS
PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF
THESE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
SUBJECT TO COMPLETION, DATED MAY 16, 1994
250,000 SHARES
COLUMBUS SOUTHERN POWER COMPANY
CUMULATIVE PREFERRED SHARES, ______% SERIES
($100 PAR VALUE)
The Cumulative Preferred Shares, ______% Series, $100 par
value, of Columbus Southern Power Company offered hereby are not
redeemable by the Company except through operation of the sinking
fund provisions herein described. The new Preferred Shares are
subject to a mandatory cumulative sinking fund requiring the
Company to redeem 50,000 shares at $100 per share plus accrued and
unpaid dividends to the date of redemption on August 1 of each year
commencing with the year 2000. The Company has the non-cumulative
option to redeem up to 50,000 additional shares on each such date
at the same price. See "Description of the New Preferred Shares --
Sinking Fund" herein.
The annual dividend rate for the new Preferred Shares shall be
______% per share, per annum, which dividend shall be calculated,
per share, at such percentage multiplied by $100, payable quarterly
on the first days of February, May, August and November in each
year with respect to the quarterly period ending on the day
preceding each such respective payment date, and the date from
which dividends shall be cumulative on all new Preferred Shares
shall be the date of original issue of the new Preferred Shares.
The initial quarterly dividend on the new Preferred Shares
(covering the period from the date of original issue to and
including July 31, 1994) will be paid on August 1, 1994 to the
persons in whose names the new Preferred Shares are registered on
such day as is fixed by the Board of Directors.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
Initial
Public
Offering Underwriting Proceeds to
Price(1) Commission(2) Company(3)
Per Share . . . $ $ $
Total . . . . . $ $ $
(1) Plus accrued dividends, if any, from the date of original
issue.
(2) The Company has agreed to indemnify the Underwriters against
certain liabilities, including certain liabilities under the
Securities Act of 1933. See "Underwriting" herein.
(3) Before deduction of expenses payable by the Company estimated
at $172,121.
The new Preferred Shares are offered severally by the
Underwriters, subject to prior sale, when, as and if issued to and
accepted by them, subject to approval of certain legal matters by
counsel for the Underwriters and certain other conditions. The
Underwriters reserve the right to withdraw, cancel or modify such
offer and to reject orders in whole or in part. It is expected
that delivery of the new Preferred Shares will be made in New York,
New York, on or about , 1994.
GOLDMAN, SACHS & CO. MERRILL LYNCH & CO.
The date of this Prospectus is , 1994.
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IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-
ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET
PRICE OF THE SECURITIES OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH
MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY
BE EFFECTED IN THE OPEN MARKET OR OTHERWISE. SUCH STABILIZING, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
No dealer, salesperson or other person has been authorized to
give any information or to make any representation not contained in
this Prospectus in connection with the offer made by this
Prospectus, and, if given or made, such information or represen-
tation must not be relied upon as having been authorized by
Columbus Southern Power Company (the "Company") or any underwriter,
agent or dealer. This Prospectus does not constitute an offer to
sell, or a solicitation of an offer to buy, by any underwriter,
agent or dealer in any jurisdiction in which it is unlawful for
such underwriter, agent or dealer to make such an offer or
solicitation. Neither the delivery of this Prospectus nor any sale
made hereunder shall create, under any circumstances, any
implication that there has been no change in the affairs of the
Company since the date hereof.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "1934 Act") and in
accordance therewith files reports and other information with the
Securities and Exchange Commission (the "SEC"). Such reports and
other information may be inspected and copied at the public
reference facilities maintained by the SEC at 450 Fifth Street,
N.W., Washington, D.C.; Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois; and 7 World Trade
Center, 13th Floor, New York, New York. Copies of such material
can be obtained from the Public Reference Section of the SEC, 450
Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Company with the SEC
are incorporated in this Prospectus by reference:
-- The Company's Annual Report on Form 10-K for the year
ended December 31, 1993; and
-- The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1994.
All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Prospectus and prior to the termination of the offering made
by this Prospectus shall be deemed to be incorporated by reference
in this Prospectus and to be a part hereof from the date of filing
of such documents.
Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other
subsequently filed document which is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom
a copy of this Prospectus has been delivered, upon the written or
oral request of any such person, a copy of any or all of the
documents described above which have been incorporated by reference
in this Prospectus, other than exhibits to such documents. Written
requests for copies of such documents should be addressed to Mr. G.
C. Dean, American Electric Power Service Corporation, 1 Riverside
Plaza, Columbus, Ohio 43215 (telephone number: 614-223-1000). The
information relating to the Company contained in this Prospectus
does not purport to be comprehensive and should be read together
with the information contained in the documents incorporated by
reference.
THE COMPANY
The Company is an electric utility operating in substantial
areas of central and southern Ohio. Its principal executive
offices are located at 215 North Front Street, Columbus, Ohio 43215
(telephone number: 614-464-7700). The Company is a subsidiary of
American Electric Power Company, Inc. ("AEP") and is a part of the
AEP integrated utility system (the "AEP System"). Executive
offices of AEP are located at 1 Riverside Plaza, Columbus, Ohio
43215 (telephone number: 614-223-1000).
The Company is engaged in the generation, purchase,
transmission and distribution of electric power to approximately
578,000 residential, commercial, industrial and other customers in
Ohio. The Company's service area is comprised of two areas in
Ohio, which include portions of twenty-five counties. One area
includes the City of Columbus and the other is a predominantly
rural area in south central Ohio. Approximately 80% of the
Company's electric operating revenues, other than sales for resale,
are derived from the Columbus area. Wholesale electric service is
furnished to three small municipalities which own and operate their
own distribution systems.
USE OF PROCEEDS
The Company proposes to use the proceeds from the sale of the
new Preferred Shares to fund its construction program or to repay
short-term indebtedness incurred to fund its construction program.
The Company has estimated that its consolidated construction costs
(inclusive of allowance for funds used during construction) during
1994 will be approximately $98,700,000. At March 31, 1994, the
Company had approximately $53,500,000 of short-term unsecured
indebtedness outstanding.
RATIO OF EARNINGS TO FIXED CHARGES AND
PREFERRED STOCK DIVIDEND REQUIREMENTS COMBINED
Below is set forth the ratio of earnings to fixed charges
and preferred stock dividend requirements combined for each of the
years in the period 1989 through 1993 and for the twelve months
ended March 31, 1994.
Period Ended Ratio
December 31, 1989 2.11
December 31, 1990 1.89
December 31, 1991 1.54
December 31, 1992 1.80
December 31, 1993 0.68(a)
March 31, 1994 0.77(a)
____________
(a) Ratio includes the effect of the Loss from Zimmer Plant
Disallowance of $144,533,000 (net of applicable income taxes
of $14,534,000). As a result, earnings for the twelve months
ended December 31, 1993 and March 31, 1994 were inadequate to
cover fixed charges and preferred stock dividend requirements
combined by $32,806,000 and $23,431,000, respectively. If the
effect of the Loss from Zimmer Plant Disallowance were
excluded, the ratios would be 2.08 and 2.17 for the twelve
months ended December 31, 1993 and March 31, 1994,
respectively.
DESCRIPTION OF THE NEW PREFERRED SHARES
The Cumulative Preferred Shares, % Series, $100 par value,
(the "new Preferred Shares") will be issued as a new series of the
Cumulative Preferred Shares of the par value of $100 per share of
the Company under the Amended Articles of Incorporation, as
amended, of the Company (the "Amended Articles"). Copies of such
Amended Articles and of the form of Certificate of Amendment with
respect to the new Preferred Shares are filed as exhibits to the
Registration Statement. References to divisions are to Article IV
of such Amended Articles. The statements herein concerning the
Cumulative Preferred Shares (including the new Preferred Shares),
the Amended Articles and the form of Certificate of Amendment with
respect to the new Preferred Shares are merely an outline and do
not purport to be complete. They are qualified in their entirety
by express reference to the cited provisions and do not relate or
give effect to the provisions of statutory or common law.
The new Preferred Shares, when duly issued and paid for, will
be fully paid and nonassessable.
The Transfer Agent and Registrar for the new Preferred Shares
will be First Chicago Trust Company of New York, 14 Wall Street,
New York, New York 10005 and the Co-Transfer Agent and Co-Registrar
will be The Huntington National Bank, Huntington Center, Columbus,
Ohio 43287.
Dividend Rights and Restrictions
The holders of new Preferred Shares are entitled to receive
cumulative preferential dividends, when and as declared by the
Board of Directors, out of funds legally available for the payment
of dividends, at the annual dividend rate set forth on the cover
page of this Prospectus, payable quarterly on February 1, May 1,
August 1 and November 1 to shareholders of record on such dates as
fixed by the Board of Directors. Dividends on the new Preferred
Shares will accrue from the date of original issue of the new
Preferred Shares, and the initial quarterly dividend payment date
will be August 1, 1994.
In no event, so long as any Cumulative Preferred Shares shall
be outstanding, shall any dividend, whether in cash or in property,
be paid or declared, nor shall any distribution be made, on any
common shares or any other shares of the Company ranking junior to
the Cumulative Preferred Shares in respect of dividends or assets,
nor shall any such junior shares be purchased, redeemed or
otherwise acquired for value by the Company, unless all dividends
(but not sinking fund payments) on the Cumulative Preferred Shares
of all series for all past dividend periods shall have been paid or
declared and a sum sufficient for the payment thereof set apart.
(See Division 5.)
Various restrictions on the use of retained earnings for cash
dividends on common stock or for the purchase or redemption of
preferred stock (including the new Preferred Shares), and other
purposes are contained in or result from covenants in the Indenture
of Mortgage and Deed of Trust, dated September 1, 1940, as
heretofore amended and supplemented, relating to outstanding series
of the Company's first mortgage bonds, under which Citibank, N.A.,
New York, New York, is acting as Trustee. At March 31, 1994, the
Company's retained earnings amounted to $22,942,000, none of which
was so restricted under these provisions.
Redemption of the New Preferred Shares
The new Preferred Shares are not redeemable except through
the sinking fund. (See "Sinking Fund" herein.)
Sinking Fund
The new Preferred Shares are entitled to a cumulative
sinking fund requiring the Company, to the extent permitted by law,
to redeem, out of funds legally available therefor, 50,000 new
Preferred Shares at $100 per share plus accrued and unpaid
dividends to the date of such redemption on August 1 of each year
commencing with the year 2000.
The Company has the non-cumulative option to redeem on any
sinking fund date, at a redemption price of $100 per share plus
accrued and unpaid dividends to the date of redemption, up to an
additional 50,000 new Preferred Shares, but no redemption made
pursuant to such option shall be deemed to fulfill any sinking fund
requirement. The Company is entitled, at its election, to credit
against any sinking fund requirement due on any sinking fund date,
new Preferred Shares theretofore purchased or otherwise acquired by
the Company (other than pursuant to such option) and not previously
credited against any sinking fund requirement.
There is no restriction on the repurchase or redemption of
Cumulative Preferred Shares of any series, including the new
Preferred Shares, by the Company while there is any arrearage in
payment of dividends or sinking fund installments.
Voting Rights
Holders of the Cumulative Preferred Shares, except as required
by the law of the State of Ohio, will generally have no voting
rights, except that in the following circumstances the holders of
Cumulative Preferred Shares will be entitled to vote as a class,
with the holders of shares having a par value of $100 entitled to
cast one vote, and the holders of shares having a par value of $25
entitled to cast one-quarter of one vote, for each such share held.
(See Division 2.)
If and when dividends payable on any series of the Cumulative
Preferred Shares shall be in arrears in an amount equal to payments
for six full quarters and until all arrearages in dividends shall
have been paid or declared and set apart for payment, the holders
of the Cumulative Preferred Shares, voting together as a single
class, shall be entitled to elect two directors. (See Division 9.)
The Amended Articles provide that the Company shall not,
without the consent of the holders of at least two-thirds of the
voting power of the Cumulative Preferred Shares then outstanding:
(a) amend, alter or repeal any of the rights,
preferences or powers of the holders of Cumulative Preferred
Shares so as to affect adversely any such rights, preferences
or powers; provided that if less than all the series
outstanding are so affected, only the consent of the holders
of two-thirds of the voting power of each series so affected
shall be required; or
(b) create or authorize any shares of any class of stock
ranking prior to the Cumulative Preferred Shares as to
dividends or assets. (See Division 7.)
The consent of the holders of at least a majority of the
voting power of the Cumulative Preferred Shares then outstanding
will be required to increase the total authorized amount of
Cumulative Preferred Shares or to create or authorize any shares of
any class of stock ranking on a parity with the Cumulative
Preferred Shares as to dividends or assets. (See Division 8.)
Liquidation Rights
On any voluntary or involuntary liquidation, dissolution
or winding up of the Company, after payment of all creditors of the
Company, the holders of the new Preferred Shares have the right to
receive out of the assets of the Company $100 per share, in each
case plus an amount equal to accrued and unpaid dividends or, if
the assets are insufficient, to share ratably with all other series
of the Cumulative Preferred Shares prior to any distribution on the
common shares of the Company. (See Division 6.)
Pre-emptive and Conversion Rights
Holders of the Cumulative Preferred Shares have no pre-emptive
right to purchase any shares of any stock issued by the Company, or
any right to convert their shares into any other securities of the
Company. (See Division 3.)
UNDERWRITING
Subject to the terms and conditions set forth in the
Underwriting Agreement, the Company has agreed to sell to each of
the Underwriters named below (the "Underwriters"), and each of the
Underwriters has severally agreed to purchase the number of new
Preferred Shares set forth opposite its name below:
Number of
Underwriters Shares
Goldman, Sachs & Co.............................
Merrill Lynch, Pierce, Fenner & Smith
Incorporated .......................
Total 250,000
Under the terms and conditions of the Underwriting Agreement,
the Underwriters are committed to take and pay for all of the new
Preferred Shares, if any are taken.
The Company has been advised by the Underwriters that the
Underwriters propose initially to offer the shares to the public at
the price to public set forth on the cover page of this Prospectus,
and to certain dealers at such price less a concession not in
excess of $.____ per share. The Underwriters may allow, and such
dealers may reallow, a discount not in excess of $.____ per share
to certain other dealers. After the initial public offering, the
price to public, concession and discount may from time to time be
changed by the Underwriters.
The new Preferred Shares will not have an established trading
market when issued. The new Preferred Shares will not be listed on
any securities exchange. The Company has been advised by the
Underwriters that they intend to make a market in the new Preferred
Shares, but the Underwriters are not obligated to do so and may
discontinue any market-making at any time without notice. There
can be no assurance as to the liquidity of the trading market for
the new Preferred Shares.
The Underwriters, and certain affiliates thereof, engage in
transactions with and perform services for the Company and its
affiliates in the ordinary course of business.
The Company has agreed to indemnify the Underwriters against
certain liabilities, including certain liabilities under the
Securities Act of 1933.
LEGAL OPINIONS
Opinions with respect to the legality of the new Preferred
Shares will be rendered by Simpson Thacher & Bartlett (a
partnership which includes professional corporations), 425
Lexington Avenue, New York, New York, and 1 Riverside Plaza,
Columbus, Ohio, counsel for the Company, and by Winthrop, Stimson,
Putnam & Roberts, One Battery Park Plaza, New York, New York,
counsel for the Underwriters.
EXPERTS
The financial statements and related financial statement
schedules incorporated in this Prospectus by reference from the
Company's Annual Report on Form 10-K have been audited by Deloitte
& Touche, independent auditors, as stated in their reports, 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.
<PAGE>
PART II
Item 16. Exhibits.
4(b) -- Copy of proposed form of Certificate of Amendment
determining terms of new Preferred Shares.
12 -- Statement re Computation of Ratios.
cspcocps.94\regstamd.1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds 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 16th day of May, 1994.
COLUMBUS SOUTHERN POWER COMPANY
By: E. Linn Draper, Jr.*
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 Executive
E. Linn Draper, Jr.* Officer May 16, 1994
(ii) Principal Financial
Officer:
G. P. Maloney Vice President May 16, 1994
(iii) Principal Accounting
Officer:
P. J. DeMaria* Treasurer May 16, 1994
(iv) A Majority of the
Directors:
P. J. DeMaria*
A. Joseph Dowd*
E. Linn Draper, Jr.*
C. A. Erikson*
Henry Fayne*
Wm. J. Lhota*
G. P. Maloney
James J. Markowsky* May 16, 1994
*By__/s/ G. P. Maloney_
(G. P. Maloney, Attorney-in-Fact)
/PAGE
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Exhibit 4(b)
CERTIFICATE OF AMENDMENT
TO AMENDED ARTICLES OF INCORPORATION OF
COLUMBUS SOUTHERN POWER COMPANY
BY THE BOARD OF DIRECTORS
The undersigned, Vice President and Assistant Secretary, of
Columbus Southern Power Company, an Ohio corporation, with its
principal office located in Columbus, Ohio, do hereby certify that
a meeting of the Board of Directors of said corporation was duly
called and held on the ______ day of __________, 1994, at which
meeting a quorum of such Directors was present, and that at such
meeting the following Resolution of Amendment to Amended Articles
of Incorporation, as amended, was duly adopted under authority of
subdivision (B)(l) of Ohio Revised Code Section 1701.70:
RESOLVED, that the Amended Articles of Incorporation of
Columbus Southern Power Company, dated and filed in the
office of the Secretary of State of the State of Ohio on
November 14, 1990, subsequently as amended, be further amended
by adding at the end of Article IV thereof, the following new
Divisions 15 and 16:
15. Subject to and in accordance with the
provisions of this Article IV, there is hereby created a
series of Cumulative Preferred Shares of the par value of
$100 per share which shall be designated "Cumulative
Preferred Shares, ______% Series" and shall consist of a
maximum of 250,000 Cumulative Preferred Shares of such
series. Shares of such series redeemed or otherwise
acquired by the Corporation shall be retired and shall
thereafter be authorized and unissued shares of
Cumulative Preferred Shares, with a par value of $100 per
share, without designation as to series.
16. The preferences, rights, restrictions or
qualifications and the description and terms of the
Cumulative Preferred Shares, ______% Series, in the
respects in which the shares of such series vary from
shares of other series of the Cumulative Preferred
Shares, $100 par value, shall be as follows:
(i) The annual dividend rate for such series
shall be ______% per share per annum, which
dividend shall be calculated, per share, at such
percentage multiplied by $100, payable quarterly on
the first days of February, May, August and
November in each year with respect to the quarterly
period ending on the day preceding each such
respective payment date, and the date from which
dividends shall be cumulative on all shares of such
series issued prior to the record date for the
dividend payable August 1, 1994 shall be the date
of original issue of shares of such series.
(ii) Shares of such series are not redeemable
except as provided in clause (iv) of this Division
16.
(iii) The preferential amounts to which the
holders of shares of such series shall be entitled
upon any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation shall
be $100 per share plus an amount equal to accrued
and unpaid dividends.
(iv)(1) A sinking fund shall be established
for the retirement of the shares of such series.
So long as there shall remain outstanding any
shares of such series, the Corporation shall, to
the extent permitted by law, redeem as and for a
sinking fund requirement, out of funds legally
available therefor, 50,000 shares of such series,
at a sinking fund redemption price of $100 per
share plus accrued and unpaid dividends to the date
of redemption on August 1 of each year commencing
with the year 2000. The sinking fund requirements
shall be cumulative so that if on any such August 1
the sinking fund requirement shall not have been
met, then such sinking fund requirement, to the
extent not met, shall become an additional sinking
fund requirement for the next succeeding August 1
on which such redemption may be effected.
(2) The Corporation shall have the non-
cumulative option, on any sinking fund date as
provided in clause (iv)(1) of this Division 16, to
redeem at the sinking fund redemption price of $100
per share plus accrued and unpaid dividends to the
date of redemption up to an additional 50,000
shares of such series. No redemption made pursuant
to this clause (iv)(2) shall be deemed to fulfill
any sinking fund redemption established pursuant to
clause (iv)(1).
(3) The Corporation shall be entitled, at
its election, to credit against the sinking fund
requirement due on August 1 of any year pursuant to
clause (iv)(1) of this Division 16, shares of such
series theretofore purchased or otherwise acquired
by the Corporation and not previously credited
against any such sinking fund requirement.
(v) The shares of such series shall not have
any rights to convert the same into and/or purchase
shares of any other series or class or other
securities, or any special rights other than those
specified herein.
FURTHER RESOLVED, that a certificate signed by the
Chairman of the Board, the President, or a Vice President and
the Secretary or an Assistant Secretary of the Corporation,
containing a copy of this resolution and a statement of the
manner of its adoption, be filed in the Office of the
Secretary of State of the State of Ohio.
IN WITNESS WHEREOF, the undersigned Vice President and
Assistant Secretary of Columbus Southern Power Company, acting for
and on behalf of said corporation, have hereunto subscribed their
names this ______ day of ___________, 1994.
COLUMBUS SOUTHERN POWER COMPANY
By________________________________
Vice President
By________________________________
Assistant Secretary
cspcocps.94\artamend
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<TABLE>
EXHIBIT 12
COLUMBUS SOUTHERN POWER COMPANY
Computation of Consolidated Ratio of Earnings to Fixed Charges and
Preferred Stock Dividend Requirements Combined
(in thousands except ratio data)
<CAPTION>
Twelve
Months
Ended
Year Ended December 31, March 31,
1989 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C>
Fixed Charges:
Interest on First Mortgage Bonds. . . . . . . . . $ 75,323 $ 76,181 $ 80,245 $ 75,866 $ 74,119 $ 74,381
Interest on Other Long-term Debt. . . . . . . . . 12,079 12,276 11,489 11,430 10,436 10,300
Interest on Short-term Debt . . . . . . . . . . . 2,476 7,539 3,665 3,282 1,305 904
Miscellaneous Interest Charges. . . . . . . . . . 2,216 2,361 2,663 3,158 4,036 4,134
Estimated Interest Element in Lease Rentals . . . 3,700 4,900 5,600 4,100 3,700 3,700
Total Fixed Charges. . . . . . . . . . . . . 95,794 103,257 103,662 97,836 93,596 93,419
Preferred Stock Dividend Requirements (a) . . . . 14,375 5,246 7,239 13,889 11,062 11,062
Total Fixed Charges and Preferred Stock
Dividend Requirements Combined . . . . . . $110,169 $108,503 $110,901 $111,725 $104,658 $104,481
Earnings:
Net Income. . . . . . . . . . . . . . . . . . . . $113,376 $ 96,000 $ 66,979 $ 76,244 $(55,898) $(49,476)
Plus Federal Income Taxes . . . . . . . . . . . . 24,273 6,178 1,074 27,389 34,154 37,107
Plus State Income Taxes . . . . . . . . . . . . . 2 2 1 - - -
Plus Fixed Charges (as above) . . . . . . . . . . 95,794 103,257 103,662 97,836 93,596 93,419
Total Earnings . . . . . . . . . . . . . . . $233,445 $205,437 $171,716 $201,469 $ 71,852 $ 81,050
Ratio of Earnings to Fixed Charges and Preferred
Stock Dividend Requirements . . . . . . . . . . . 2.11 1.89 1.54 1.80 0.68(b) 0.77(b)
<FN>
(a) Represents Preferred Dividend requirements less the effect of Preferred Dividend deduction for Federal income tax
purposes ($624,000 and $326,000 for the years ended December 31, 1989 and December 31, 1990, respectively and none
for the years ended December 31, 1991 through December 31, 1993 and the 12 months ended March 31, 1994) multiplied by
the ratio of Income before income taxes to Net Income with the Preferred Dividend deduction added to the result of
the calculation.
(b) Ratio includes the effect of the Loss from Zimmer Plant Disallowance of $144,533,000 (net of applicable income taxes
of $14,534,000). As a result, earnings for the twelve months ended December 31, 1993 and March 31, 1994 were
inadequate to cover fixed charges and preferred stock dividend requirements combined by $32,806,000 and $23,431,000,
respectively. If the effect of the Loss from Zimmer Plant Disallowance were excluded, the ratio would be 2.08 for
the twelve months ended December 31, 1993 and 2.17 for the twelve months ended March 31, 1994.
</TABLE>
