<PAGE>
250,000 SHARES
COLUMBUS SOUTHERN POWER COMPANY
CUMULATIVE PREFERRED SHARES, 7% SERIES
($100 PAR VALUE)
The Cumulative Preferred Shares, 7% 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 7% 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... $100.00 $.875 $99.125
Total....... $25,000,000 $218,750 $24,781,250
(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 June 1, 1994.
GOLDMAN, SACHS & CO. MERRILL LYNCH & CO.
The date of this Prospectus is May 19, 1994.
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, 7% 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............................. 125,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated ....................... 125,000
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 $0.50 per share. The Underwriters may
allow, and such dealers may reallow, a discount not in excess of
$0.25 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.
