FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
COLUMBUS SOUTHERN POWER COMPANY
(Exact name of registrant as specified in its charter)
Ohio 31-4154203
(State of incorporation I.R.S. Employer
or organization) Identification Number)
215 North Front Street, Columbus, Ohio 43215
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A.(c)(1), please check the following box. [X]
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction A.(c)(2),
please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class
to be so registered is to be registered
Junior Subordinated Deferrable New York Stock Exchange
Interest Debentures, Series B
due 2027
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Item. 1. Description of Securities to be Registered.
The description of securities under the heading
"DESCRIPTION OF NEW JUNIOR SUBORDINATED DEBENTURES" in the
Registrant's Prospectus relating to the Registrant's 7.92%
Junior Subordinated Deferrable Interest Debentures, Series
B, due 2027, filed pursuant to Rule 424(b) under the
Securities Act of 1933, as amended, is hereby incorporated
by reference in said Registration Statement No. 333-21309.
Item 2. Exhibits.
1. Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 [File No. 1-2680].
2. None.
3. None.
4. Registrant's Amended Articles of Incorporation, as amended
[Registration Statement No. 33-53377, Exhibit 4(a) and
Annual Report on Form 10-K for the fiscal year ended
December 31, 1994, File No. 1-2680, Exhibit 3(b)] and Code
of Regulations as amended [Annual Report on Form 10-K for
the fiscal year ended December 31, 1987, File No. 1-2680,
Exhibit 3(d)].
5. Form of the Registrant's Global Security for 7.92% Junior
Subordinated Deferrable Interest Debentures, Series B, due
2027.
6. Indenture, dated as of September 1, 1995, between the
Registrant and The First National Bank of Chicago, as
Trustee, as supplemented by a First Supplemental
Indenture, dated as of September 1, 1995, and as further
supplemented by a Second Supplemental Indenture, dated as
of February 1, 1997, relating to the 7.92% Junior
Subordinated Debentures, Series B, due 2027, is
incorporated by reference from the Registrant's Form S-3
Registration Statement filed with the Securities and
Exchange Commission on February 6, 1997 [Registration
Statement No. 333-21309].
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
COLUMBUS SOUTHERN POWER COMPANY
Date: February 27, 1997 (Registrant)
By: /s/ Armando A. Pena
Armando A. Pena
Treasurer
INDEX TO EXHIBITS
Exhibit
Number Exhibit
5. Form of Registrant's Global Security for Series B
Junior Subordinated Debentures.
Exhibit 5
This Debenture is a Global Debenture within the meaning of the
Indenture hereinafter referred to and is registered in the name of
a Depository or a nominee of a Depository. This Debenture is
exchangeable for Debentures registered in the name of a person
other than the Depository or its nominee only in the limited
circumstances described in the Indenture, and no transfer of this
Debenture (other than a transfer of this Debenture as a whole by
the Depository to a nominee of the Depository or by a nominee of
the Depository to the Depository or another nominee of the
Depository) may be registered except in limited circumstances.
Unless this Debenture is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to the issuer or its agent for registration of
transfer, exchange or payment, and any Debenture issued is
registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC and any payment
hereon is made to Cede & Co., or to such other entity as is
requested by an authorized representative of DTC, ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede &
Co., has an interest herein.
No. _____ 1,600,000 Junior Subordinated
Deferrable Interest Debentures,
CUSIP No. 199575 79 6 $25 principal amount each
COLUMBUS SOUTHERN POWER COMPANY
7.92% JUNIOR SUBORDINATED
DEFERRABLE INTEREST DEBENTURE,
SERIES B, DUE 2027
COLUMBUS SOUTHERN POWER COMPANY, a corporation duly
organized and existing under the laws of the State of Ohio (herein
referred to as the "Company", which term includes any successor
corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to CEDE & CO. or registered
assigns, the principal sum of $40,000,000 on March 31, 2027, and to
pay interest on said principal sum from March 5, 1997 or from the
most recent interest payment date (each such date, an "Interest
Payment Date") to which interest has been paid or duly provided
for, quarterly (subject to deferral as set forth herein) in arrears
on each March 31, June 30, September 30 and December 31 commencing
March 31, 1997 at the rate of 7.92% per annum until the principal
hereof shall have become due and payable, and on any overdue
principal and premium, if any, and (without duplication and to the
extent that payment of such interest is enforceable under
applicable law) on any overdue installment of interest at the same
rate per annum during such overdue period. Interest shall be
computed on the basis of a 360-day year of twelve 30-day months.
In the event that any date on which interest is payable on this
Debenture is not a business day, then payment of interest payable
on such date will be made on the next succeeding day which is a
business day (and without any interest or other payment in respect
of any such delay), except that, if such business day is in the
next succeeding calendar year, such payment shall be made on the
immediately preceding business day, in each case with the same
force and effect as if made on such date. The interest installment
so payable, and punctually paid or duly provided for, on any
Interest Payment Date (other than interest payable on redemption or
maturity) will, as provided in the Indenture, be paid to the person
in whose name this Debenture (or one or more Predecessor
Debentures, as defined in said Indenture) is registered at the
close of business on the regular record date for such interest
installment, which shall be the close of business on the business
day next preceding such Interest Payment Date. Interest payable on
redemption or maturity shall be payable to the person to whom the
principal is paid. Any such interest installment not punctually
paid or duly provided for shall forthwith cease to be payable to
the registered holders on such regular record date, and may be paid
to the person in whose name this Debenture (or one or more
Predecessor Debentures) is registered at the close of business on
a special record date to be fixed by the Trustee for the payment of
such defaulted interest, notice whereof shall be given to the
registered holders of this series of Debentures not less than 10
days prior to such special record date, or may be paid at any time
in any other lawful manner not inconsistent with the requirements
of any securities exchange on which the Debentures may be listed,
and upon such notice as may be required by such exchange, all as
more fully provided in the Indenture. The principal of (and
premium, if any) and the interest on this Debenture shall be
payable at the office or agency of the Company maintained for that
purpose, in any coin or currency of the United States of America
which at the time of payment is legal tender for payment of public
and private debts; provided, however, that payment of interest may
be made at the option of the Company by check mailed to the
registered holder at such address as shall appear in the Debenture
Register.
Payment of the principal of, premium, if any, and interest on
this Debenture is, to the extent provided in the Indenture,
subordinated and subject in right of payment to the prior payment
in full of all Senior Indebtedness, as defined in the Indenture,
and this Debenture is issued subject to the provisions of the
Indenture with respect thereto. Each Holder of this Debenture, by
accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his or her
behalf to take such action as may be necessary or appropriate to
acknowledge or effectuate the subordination so provided and (c)
appoints the Trustee his or her attorney-in-fact for any and all
such purposes. Each Holder hereof, by his or her acceptance
hereof, hereby waives all notice of the acceptance of the
subordination provisions contained herein and in the Indenture by
each holder of Senior Indebtedness, whether now outstanding or
hereafter incurred, and waives reliance by each such holder upon
said provisions.
This Debenture is one of a duly authorized series of Debentures
of the Company (herein sometimes referred to as the "Debentures"),
specified in the Indenture, all issued or to be issued in one or
more series under and pursuant to an Indenture dated as of
September 1, 1995 duly executed and delivered between the Company
and The First National Bank of Chicago, a national banking
association organized and existing under the laws of the United
States, as Trustee (herein referred to as the "Trustee"), as
supplemented by the First Supplemental Indenture dated as of
September 1, 1995 and by the Second Supplemental Indenture dated as
of February 1, 1997 between the Company and the Trustee (said
Indenture as so supplemented being hereinafter referred to as the
"Indenture"), to which Indenture and all indentures supplemental
thereto reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the holders of the
Debentures. By the terms of the Indenture, the Debentures are
issuable in series which may vary as to amount, date of maturity,
rate of interest and in other respects as in the Indenture
provided. This series of Debentures is limited in aggregate
principal amount as specified in said Second Supplemental
Indenture.
Subject to the terms of Article Three of the Indenture, the
Company shall have the right to redeem this Debenture at the option
of the Company, without premium or penalty, in whole or in part at
any time on or after March 5, 2002 (an "Optional Redemption"), at
a redemption price equal to 100% of the principal amount plus any
accrued but unpaid interest to the date of such redemption (the
"Optional Redemption Price"). Any redemption pursuant to this
paragraph will be made upon not less than 30 nor more than 60 days'
notice, at the Optional Redemption Price. If the Debentures are
only partially redeemed by the Company pursuant to an Optional
Redemption, the Debentures will be redeemed pro rata or by lot or
by any other method utilized by the Trustee; provided that if at
the time of redemption, the Debentures are registered as a Global
Debenture, the Depository shall determine by lot the principal
amount of such Debentures held by each Debentureholder to be
redeemed.
In the event of redemption of this Debenture in part only, a
new Debenture or Debentures of this series for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon
the cancellation hereof.
In case an Event of Default, as defined in the Indenture, shall
have occurred and be continuing, the principal of all of the
Debentures may be declared, and upon such declaration shall become,
due and payable, in the manner, with the effect and subject to the
conditions provided in the Indenture.
The Indenture contains provisions for defeasance at any time
of the entire indebtedness of this Debenture upon compliance by the
Company with certain conditions set forth therein.
The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the Holders of not less than a
majority in aggregate principal amount of the Debentures of each
series affected at the time outstanding, as defined in the
Indenture, to execute supplemental indentures for the purpose of
adding any provisions to or changing in any manner or eliminating
any of the provisions of the Indenture or of any supplemental
indenture or of modifying in any manner the rights of the Holders
of the Debentures; provided, however, that no such supplemental
indenture shall (i) extend the fixed maturity of any Debentures of
any series, or reduce the principal amount thereof, or reduce the
rate or extend the time of payment of interest thereon, or reduce
any premium payable upon the redemption thereof, without the
consent of the holder of each Debenture so affected or (ii) reduce
the aforesaid percentage of Debentures, the holders of which are
required to consent to any such supplemental indenture, without the
consent of the holders of each Debenture then outstanding and
affected thereby. The Indenture also contains provisions
permitting the Holders of a majority in aggregate principal amount
of the Debentures of all series at the time outstanding affected
thereby, on behalf of the Holders of the Debentures of such series,
to waive any past default in the performance of any of the
covenants contained in the Indenture, or established pursuant to
the Indenture with respect to such series, and its consequences,
except a default in the payment of the principal of or premium, if
any, or interest on any of the Debentures of such series. Any such
consent or waiver by the registered Holder of this Debenture
(unless revoked as provided in the Indenture) shall be conclusive
and binding upon such Holder and upon all future Holders and owners
of this Debenture and of any Debenture issued in exchange herefor
or in place hereof (whether by registration of transfer or
otherwise), irrespective of whether or not any notation of such
consent or waiver is made upon this Debenture.
No reference herein to the Indenture and no provision of this
Debenture or of the Indenture shall alter or impair the obligation
of the Company, which is absolute and unconditional, to pay the
principal of and premium, if any, and interest on this Debenture at
the time and place and at the rate and in the money herein
prescribed.
The Company shall have the right at any time during the term
of the Debentures, from time to time to extend the interest payment
period of such Debentures for up to 20 consecutive quarters (the
"Extended Interest Payment Period"), at the end of which period the
Company shall pay all interest then accrued and unpaid (together
with interest thereon compounded quarterly at the rate specified
for the Debentures to the extent that payment of such interest is
enforceable under applicable law); provided that, during such
Extended Interest Payment Period the Company shall not declare or
pay any dividend on, or purchase, acquire or make a liquidation
payment with respect to, any of its capital stock, or make any
guarantee payments with respect thereto. Prior to the termination
of any such Extended Interest Payment Period, the Company may
further extend such Extended Interest Payment Period, provided that
such Period together with all such previous and further extensions
thereof shall not exceed 20 consecutive quarters or extend beyond
the maturity of the Debentures. At the termination of any such
Extended Interest Payment Period and upon the payment of all
accrued and unpaid interest and any additional amounts then due,
the Company may select a new Extended Interest Payment Period.
As provided in the Indenture and subject to certain limitations
therein set forth, this Debenture is transferable by the registered
holder hereof on the Debenture Register of the Company, upon
surrender of this Debenture for registration of transfer at the
office or agency of the Company accompanied by a written instrument
or instruments of transfer in form satisfactory to the Company or
the Trustee duly executed by the registered Holder hereof or his or
her attorney duly authorized in writing, and thereupon one or more
new Debentures of authorized denominations and for the same
aggregate principal amount and series will be issued to the
designated transferee or transferees. No service charge will be
made for any such transfer, but the Company may require payment of
a sum sufficient to cover any tax or other governmental charge
payable in relation thereto.
Prior to due presentment for registration of transfer of this
Debenture, the Company, the Trustee, any paying agent and any
Debenture Registrar may deem and treat the registered Holder hereof
as the absolute owner hereof (whether or not this Debenture shall
be overdue and notwithstanding any notice of ownership or writing
hereon made by anyone other than the Debenture Registrar) for the
purpose of receiving payment of or on account of the principal
hereof and premium, if any, and interest due hereon and for all
other purposes, and neither the Company nor the Trustee nor any
paying agent nor any Debenture Registrar shall be affected by any
notice to the contrary.
No recourse shall be had for the payment of the principal of
or the interest on this Debenture, or for any claim based hereon,
or otherwise in respect hereof, or based on or in respect of the
Indenture, against any incorporator, stockholder, officer or
director, past, present or future, as such, of the Company or of
any predecessor or successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by
the acceptance hereof and as part of the consideration for the
issuance hereof, expressly waived and released.
This Global Debenture is exchangeable for Debentures in
definitive form only under certain limited circumstances set forth
in the Indenture. Debentures of this series so issued are issuable
only in registered form without coupons in denominations of $25 and
any integral multiple thereof. As provided in the Indenture and
subject to certain limitations herein and therein set forth,
Debentures of this series so issued are exchangeable for a like
aggregate principal amount of Debentures of this series of a
different authorized denomination, as requested by the Holder
surrendering the same.
All terms used in this Debenture which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
This Debenture shall not be entitled to any benefit under the
Indenture hereinafter referred to, be valid or become obligatory
for any purpose until the Certificate of Authentication hereon
shall have been signed by or on behalf of the Trustee.
Unless the Certificate of Authentication hereon has been
executed by the Trustee or a duly appointed Authentication Agent
referred to on the reverse side hereof, this Debenture shall not be
entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this Instrument to
be executed.
Dated: March , 1997
COLUMBUS SOUTHERN POWER COMPANY
By_______________________
Treasurer
Attest:
By____________________
Assistant Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Debentures of the series of Debentures
described in the within-mentioned Indenture.
THE FIRST NATIONAL BANK OF CHICAGO
as Trustee or as Authentication Agent
By__________________________
Authorized Signatory
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto
(PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE)
_______________________________________
________________________________________________________________
________________________________________________________________
(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
________________________________________________________________
ASSIGNEE) the within Debenture and all rights thereunder, hereby
________________________________________________________________
irrevocably constituting and appointing such person attorney to
________________________________________________________________
transfer such Debenture on the books of the Issuer, with full
________________________________________________________________
power of substitution in the premises.
Dated: ______________________ ____________________________
NOTICE: The signature to this assignment must correspond with the
name as written upon the face of the within Debenture in
every particular, without alteration or enlargement or any
change whatever and NOTICE: Signature(s) must be
guaranteed by a financial institution that is a member of
the Securities Transfer Agents Medallion Program
("STAMP"), the Stock Exchange Medallion Program ("SEMP")
or the New York Stock Exchange, Inc. Medallion Signature
Program ("MSP").
