<PAGE>
UNITED STATES OF AMERICA
before the
SECURITIES AND EXCHANGE COMMISSION
In the Matter of :
:
COLUMBUS SOUTHERN POWER COMPANY :
SIMCO INC. :
215 North Front Street : CERTIFICATE OF
Columbus, OH 43215 : NOTIFICATION
:
File No. 70-7881 :
:
(Public Utility Holding Company Act of 1935) :
THIS IS TO CERTIFY THAT COLUMBUS SOUTHERN POWER COMPANY and
SIMCO INC., in accordance with the terms and conditions of, and for
the purposes represented by, the Application - Declaration herein
and the Order of the Securities and Exchange Commission with
respect thereto, dated September 20, 1991, HCAR No. 25384, have
carried out the transaction set forth below:
1. Through December 31, 1992, Simco Inc. paid dividends on
its Common Shares out of paid-in capital up to $4,000,000 to its
parent, Columbus Southern Power Company, and reported such payments
to the Commission in accordance with Rule 24 of the Public Utility
Holding Company Act of 1935.
2. There is filed herewith, as Exhibit F-1 to Form U-1, a
"past tense" opinion of counsel as to all of the transactions
authorized by the Order in this File No. 70-7881.
COLUMBUS SOUTHERN POWER COMPANY
SIMCO INC.
January _20, 1994 By___/s/ G. P. Maloney__________
Vice President
[94FN0008.CSP]
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Exhibit F-1
(614) 223-1649
January 19, 1994
Securities and Exchange Commission
Office of Public Utility Regulation
Filing Desk, Stop 1-4
450 Fifth Street, N.W.
Washington, D.C. 20549-1004
Re: COLUMBUS SOUTHERN POWER COMPANY
SIMCO INC.
File No. 70-7881
Gentlemen:
In connection with the transaction proposed and described in
the Application-Declaration on Form U-1 filed with the
Securities and Exchange Commission by Columbus Southern Power
Company ("CSP"), I have examined, among other things, the
Declaration on Form U-1 and the resolutions adopted by the
Board of Directors of Simco Inc. declaring dividends of up to
$4,000,000 on its common shares out of paid-in capital surplus
as described in the Application-Declaration.
In my opinion, the declaration of dividends by Simco Inc. on
its common shares out of paid-in capital surplus has been
consummated in accordance with the aforesaid Application-
Declaration and:
(a) all state laws applicable to the declaration of dividends
have been complied with;
(b) Simco lawfully declared up to $4,000,000 on its currently
issued and outstanding common stock out of paid-in
capital surplus as described in the Application-Declara-
tion, as amended; and
(c) the declaration of such dividends has not violated the
legal rights of the holders of the securities issued by
Simco Inc., Columbus Southern Power Company or any
associate company.
I consent to the use of this opinion as part of the above-
mentioned Application-Declaration.
Very truly yours,
/s/ Ann B. Graf
Ann B. Graf
Counsel for Columbus Southern Power Company and Simco Inc.
ABG:scc
