Registration No. 333-54025
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
ARMANDO A. PENA, Treasurer
AMERICAN ELECTRIC POWER SERVICE CORPORATION
1 Riverside Plaza
Columbus, Ohio 43215
614-223-2850
(Name, address and telephone number of agent for service)
It is respectfully requested that the Commission send copies
of all notices, orders and communications to:
Simpson Thacher & Bartlett Dewey Ballantine LLP
425 Lexington Avenue 1301 Avenue of the Americas
New York, NY 10017-3909 New York, NY 10019-6092
Attention: James M. Cotter Attention: E. N. Ellis, IV
Approximate date of commencement of proposed sale to the public: At
such time or times after the effective date of the Registration
Statement as the registrant shall determine.
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. [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for
the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box. [ ]
The registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically
states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of
1933, or until the registration statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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 JUNE 4, 1998
PROSPECTUS
COLUMBUS SOUTHERN POWER COMPANY
$350,000,000
DEBT SECURITIES
Columbus Southern Power Company (the "Company") intends to
offer, from time to time, up to $350,000,000 aggregate principal
amount of unsecured debt securities ("Debt Securities") consisting
of (i) its notes or other unsecured evidences of indebtedness
(collectively, the "New Notes") and (ii) its junior subordinated
deferrable interest debentures (the "New Junior Subordinated
Debentures"). The Debt Securities will be offered in one or more
series in amounts, at prices and on terms to be determined at the
time or times of sale. The title, aggregate principal amount,
denomination, interest rate or rates (or manner of calculation
thereof), time of payment of interest, maturity or maturities,
initial public offering price, if any, redemption provisions, if any,
any listing on a securities exchange and other specific terms of each
series of Debt Securities in respect of which this Prospectus is
being delivered will be set forth in an accompanying prospectus
supplement and/or pricing supplement thereto ("Prospectus
Supplement").
The Prospectus Supplement relating to any series of Debt
Securities will contain information regarding certain United States
income tax considerations, if applicable to such Debt Securities.
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.
The Company may sell the Debt Securities through underwriters,
dealers or agents, or directly to one or more institutional
purchasers. A Prospectus Supplement will set forth the names of
underwriters or agents, if any, any applicable commissions or
discounts and the net proceeds to the Company from any such sale.
See "Plan of Distribution" herein.
The date of this Prospectus is June __, 1998.
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
or any Prospectus Supplement relating hereto, and, if given or made,
such information or representation must not be relied upon as having
been authorized by the Company or any underwriter, agent or dealer.
Neither this Prospectus nor this Prospectus as supplemented by any
Prospectus Supplement constitutes 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 or this Prospectus as supplemented by any
Prospectus Supplement nor any sale made thereunder shall, under any
circumstances, create any implication that there has been no change
in the affairs of the Company since the date hereof or thereof.
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., 20549; Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois, 60661; and 7 World Trade Center, 13th
Floor, New York, New York 10048. 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. The SEC
maintains a Web site at http://www.sec.gov containing reports, proxy
and information statements and other information regarding
registrants that file electronically with the SEC, including the
Company. Certain of the Company's securities are listed on the New
York Stock Exchange, where reports and other information concerning
the Company may also be inspected.
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, 1997;
-- The Company's Quarterly Report on Form 10-Q for the period
ended March 31, 1998 and Form 10-Q/A filed May 15, 1998;
and
-- The Company's Current Report on Form 8-K dated May 15,
1998.
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 or
in a Prospectus Supplement 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, on 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 or
any Prospectus Supplement relating hereto does not purport to be
comprehensive and should be read together with the information
contained in the documents incorporated by reference.
TABLE OF CONTENTS
Page
Available Information. . . . . . . . . . . . . . . . . . . . . .2
Documents Incorporated by Reference. . . . . . . . . . . . . . .2
Table of Contents. . . . . . . . . . . . . . . . . . . . . . . .3
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . .3
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . .3
Ratio of Earnings to Fixed Charges . . . . . . . . . . . . . . .4
Description of the New Notes . . . . . . . . . . . . . . . . . .4
Description of New Junior Subordinated Debentures. . . . . . . 10
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . 16
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . 16
THE COMPANY
The Company is engaged in the generation, sale, purchase,
transmission and distribution of electric power to approximately
621,000 customers in central and southern Ohio, and in selling
electric power at wholesale to other electric utilities and to
municipally owned distribution systems within its service areas.
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 American Electric Power integrated
utility system (the "AEP System"). The executive offices of AEP are
located at 1 Riverside Plaza, Columbus, Ohio 43215 (telephone number:
614-223-1000).
USE OF PROCEEDS
The Company proposes to use the net proceeds from the sale of
the Debt Securities to redeem or repurchase certain of its
outstanding debt and/or preferred stock, to fund its construction
program, to repay short-term indebtedness incurred in connection with
such redemptions, repurchases or funding its construction program and
for other corporate purposes. Proceeds may be temporarily invested
in short-term instruments pending their application to the foregoing
purposes.
The Company has estimated that its consolidated construction
costs (inclusive of allowance for funds used during construction)
during 1998 will be approximately $118,000,000. At May 15, 1998,
the Company had approximately $49,000,000 of short-term indebtedness
outstanding.
RATIO OF EARNINGS TO FIXED CHARGES
Below is set forth the ratio of earnings to fixed charges for
each of the twelve month periods ended December 31, 1993 through 1997
and March 31, 1998:
12-Month
Period Ended Ratio
December 31, 1993 0.76(a)
December 31, 1994 2.81
December 31, 1995 2.97
December 31, 1996 3.01
December 31, 1997 3.23
March 31, 1998 3.15
(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 were inadequate to cover fixed charges
by $21,744,000. If the effect of the Loss from Zimmer Plant
Disallowance were excluded, the ratio would be 2.46 for the
twelve months ended December 31, 1993.
DESCRIPTION OF NEW NOTES
The New Notes will be issued in one or more series under an
Indenture, dated as of September 1, 1997, between the Company and
Bankers Trust Company, as Trustee (the "Note Trustee"), as heretofore
supplemented and amended and as to be further supplemented and
amended from time to time by one or more supplemental indentures or
Company Orders (the "Note Indenture"). Section and Article
references used in this "Description of New Notes" are references
to provisions of the Note Indenture unless otherwise noted.
Capitalized terms used in this section and not otherwise defined have
the meanings ascribed to such terms in the Note Indenture.
All notes (including the New Notes) to be issued under the Note
Indenture are herein sometimes referred to as "Notes". Copies of
the Note Indenture and Company Order pursuant to which each series
of the New Notes may be issued are filed as exhibits to the
Registration Statement.
The following statements include brief summaries of certain
provisions of the Note Indenture under which the New Notes will be
issued. Such summaries do not purport to be complete and reference
is made to the Note Indenture for complete statements of such
provisions. Such summaries are qualified in their entirety by such
reference and do not relate or give effect to provisions of statutory
or common law.
General
The New Notes will be unsecured obligations of the Company and
will rank pari passu with all other unsecured debt of the Company,
except debt that by its terms is subordinated to the other unsecured
debt of the Company. The Note Indenture provides that the New Notes
may be issued thereunder without limitation as to aggregate principal
amount and may be issued thereunder from time to time in one or more
series or one or more Tranches thereof, as authorized by a Board
Resolution and as set forth in a Company Order or one or more
supplemental indentures creating such series. (Section 2.01).
Substantially all of the fixed properties and franchises of the
Company are subject to the lien of its first mortgage bonds (the
"Bonds") issued under and secured by an Indenture of Mortgage and
Deed of Trust, dated as of September 1, 1940, as previously
supplemented and amended by supplemental indentures, between the
Company and Citibank, N.A., as trustee.
A description of the following terms of each series of New Notes
in respect of which this Prospectus is being delivered will be
contained in a Prospectus Supplement:
(1) the title of such series of the New Notes;
(2) any limit upon the aggregate principal amount of the
New Notes of that series which may be authenticated and
delivered;
(3) the date or dates on which the principal of the New
Notes of the series is payable;
(4) the rate or rates (which may be fixed or variable)
at which the New Notes of the series shall bear interest or the
manner of calculation of such rate or rates, if any;
(5) the date or dates from which such interest shall
accrue, the Interest Payment Dates on which such interest will
be payable or the manner of determination of such Interest
Payment Dates and the record date for the determination of
holders to whom interest is payable on any such Interest Payment
Dates;
(6) the place or places where the principal of, and
premium, if any, and interest, if any, on the New Notes of that
series shall be payable;
(7) the terms, if any, regarding the redemption, purchase
or repayment of such series (whether at the option of the
Company or a holder of the New Notes of such series and whether
pursuant to any sinking fund or analogous provisions, including
payments made in cash in anticipation of future sinking fund
obligations) including redemption, purchase or repayment date
or dates of such series, if any, and the price or prices and
other terms and conditions upon which New Notes of the series
shall be redeemed or purchased, in whole or in part;
(8) whether the New Notes are issuable as a Global
Security and, in such case, the identity of the Depository for
such series;
(9) the denominations in which the New Notes of the series
shall be issuable; and
(10) any other terms with respect to such series (which
terms shall not be inconsistent with the terms of the Note
Indenture). (Section 2.01)
The New Notes are not convertible into any other security of
the Company. Except as may otherwise be described in a Prospectus
Supplement, the covenants contained in the Note Indenture do not
limit the amount of other debt, secured or unsecured, which may be
issued by the Company. In addition, the Note Indenture does not
contain any provisions that afford holders of Notes protection in
the event of a highly leveraged transaction involving the Company.
Form, Exchange, Registration and Transfer
Unless otherwise specified in a Prospectus Supplement, New Notes
in definitive form will be issued only as registered Notes without
coupons in such denominations as may be permitted under the Note
Indenture and authorized by the Company in a supplemental indenture
or Company Order. New Notes may be presented for registration of
transfer (with the form of transfer endorsed thereon duly executed)
or exchange, at the office of the Security Registrar, without service
charge and upon payment of any taxes and other governmental charges
as described in the Note Indenture. Such transfer or exchange will
be effected upon the Company or the Security Registrar being
satisfied with the documents of title and identity of the person
making the request. The Company has appointed the Note Trustee as
Security Registrar with respect to New Notes. The Company may change
the place for registration of transfer and exchange of the New Notes
and may designate one or more additional places for such registration
and exchange. (Sections 2.05 and 4.02).
The Company shall not be required to (i) issue, register the
transfer of or exchange any New Note during a period beginning at
the opening of business 15 days before the day of the mailing of a
notice of redemption of less than all the outstanding New Notes and
ending at the close of business on the day of such mailing or (ii)
register the transfer of or exchange any New Notes or portions
thereof called for redemption in whole or in part. (Section 2.05).
Payment and Paying Agents
Unless otherwise indicated in a Prospectus Supplement, payment
of principal of and premium, if any, on any New Note will be made
only against surrender to the Paying Agent of such New Note.
Principal of and any premium and interest on any New Note will be
payable at the office of such Paying Agent or Paying Agents as the
Company may designate from time to time, except that at the option
of the Company payment of any interest may be made by check mailed
to the address of the person entitled thereto as such address shall
appear in the Security Register with respect to such New Note.
Unless otherwise indicated in a Prospectus Supplement, the Note
Trustee initially will act as Paying Agent with respect to New Notes.
The Company may at any time designate additional Paying Agents or
rescind the designation of any Paying Agents or approve a change in
the office through which any Paying Agent acts. (Sections 4.02 and
4.03).
All moneys paid by the Company to a Paying Agent for the payment
of the principal of and premium, if any, or interest, if any, on any
New Notes that remain unclaimed at the end of two years after such
principal, premium, if any, or interest, if any, shall have become
due and payable, subject to applicable law, will be repaid to the
Company and the holder of such New Note thereafter will look only
to the Company for payment thereof. (Section 11.04).
Modification of the Note Indenture
The Note Indenture contains provisions permitting the Company
and the Note Trustee, with the consent of the holders of not less
than a majority in principal amount of Notes of each series that is
affected by the modification, to modify the Note Indenture or any
supplemental indenture affecting that series or the rights of the
holders of that series of Notes; provided, that no such modification
may, without the consent of the holder of each outstanding Note
affected thereby, (i) extend the fixed maturity of any Notes 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, or reduce the amount
of the principal of a Discount Security (as defined in the Note
Indenture) that would be due and payable upon a declaration of
acceleration of the maturity thereof pursuant to the Note Indenture,
(ii) reduce the percentage of Notes, the holders of which are
required to consent to any such supplemental indenture, or (iii)
reduce the percentage of Notes, the holders of which are required
to waive any default and its consequences. (Section 9.02).
In addition, the Company and the Note Trustee may execute,
without the consent of any holder of Notes, any supplemental
indenture for certain other usual purposes including the creation
of any new series of Notes. (Sections 2.01, 9.01 and 10.01).
Events of Default
The Note Indenture provides that any one or more of the
following described events, which has occurred and is continuing,
constitutes an "Event of Default" with respect to each series of
Notes:
(a) failure for 30 days to pay interest on Notes of that
series when due and payable; or
(b) failure for 3 Business Days to pay principal or
premium, if any, on Notes of that series when due and payable
whether at maturity, upon redemption, pursuant to any sinking
fund obligation, by declaration or otherwise; or
(c) failure by the Company to observe or perform any other
covenant (other than those specifically relating to another
series) contained in the Note Indenture for 90 days after
written notice to the Company from the Note Trustee or the
holders of at least 33% in principal amount of the outstanding
Notes of that series; or
(d) certain events involving bankruptcy, insolvency or
reorganization of the Company; or
(e) any other event of default provided for in a series
of Notes. (Section 6.01).
The Note Trustee or the holders of not less than 33% in
aggregate outstanding principal amount of any particular series of
Notes may declare the principal due and payable immediately upon an
Event of Default with respect to such series, but the holders of a
majority in aggregate outstanding principal amount of such series
may annul such declaration and waive the default with respect to such
series if the default has been cured and a sum sufficient to pay all
matured installments of interest and principal otherwise than by
acceleration and any premium has been deposited with the Note
Trustee. (Sections 6.01 and 6.06).
The holders of a majority in aggregate outstanding principal
amount of any series of Notes have the right to direct the time,
method and place of conducting any proceeding for any remedy
available to the Note Trustee for that series. (Section 6.06).
Subject to the provisions of the Note Indenture relating to the
duties of the Note Trustee in case an Event of Default shall occur
and be continuing, the Note Trustee will be under no obligation to
exercise any of its rights or powers under the Note Indenture at the
request or direction of any of the holders of the Notes, unless such
holders shall have offered to the Note Trustee indemnity satisfactory
to it. (Section 7.02).
The holders of a majority in aggregate outstanding principal
amount of any series of Notes affected thereby may, on behalf of the
holders of all Notes of such series, waive any past default, except
a default in the payment of principal, premium, if any, or interest
when due otherwise than by acceleration (unless such default has been
cured and a sum sufficient to pay all matured installments of
interest and principal otherwise than by acceleration and any premium
has been deposited with the Note Trustee) or a call for redemption
of Notes of such series. (Section 6.06). The Company is required
to file annually with the Note Trustee a certificate as to whether
or not the Company is in compliance with all the conditions and
covenants under the Note Indenture. (Section 5.03(d)).
Consolidation, Merger and Sale
The Note Indenture does not contain any covenant that restricts
the Company's ability to merge or consolidate with or into any other
corporation, sell or convey all or substantially all of its assets
to any person, firm or corporation or otherwise engage in
restructuring transactions, provided that the successor corporation
assumes due and punctual payment of principal or premium, if any,
and interest on the Notes. (Section 10.01).
Legal Defeasance and Covenant Defeasance
Notes of any series may be defeased in accordance with their
terms and, unless the supplemental indenture or Company Order
establishing the terms of such series otherwise provides, as set
forth below. The Company at any time may terminate as to a series
all of its obligations (except for certain obligations, including
obligations with respect to the defeasance trust and obligations to
register the transfer or exchange of a Note, to replace destroyed,
lost or stolen Notes and to maintain agencies in respect of the
Notes) with respect to the Notes of such series and the Note
Indenture ("legal defeasance"). The Company at any time also may
terminate as to a series its obligations with respect to the Notes
of that series under any restrictive covenant which may be applicable
to that particular series ("covenant defeasance").
The Company may exercise its legal defeasance option
notwithstanding its prior exercise of its covenant defeasance option.
If the Company exercises its legal defeasance option, the particular
series may not be accelerated because of an Event of Default. If
the Company exercises its covenant defeasance option, a series may
not be accelerated by reference to any restrictive covenant which
may be applicable to that particular series.
To exercise either of its defeasance options as to a series,
the Company must deposit with the Note Trustee or any paying agent,
in trust: moneys or Eligible Obligations, or a combination thereof,
in an amount sufficient to pay when due the principal of and premium,
if any, and interest, if any, due and to become due on the Notes of
such series that are Outstanding (as defined in the Note Indenture).
Such defeasance or discharge may occur only if, among other things,
the Company has delivered to the Note Trustee an Opinion of Counsel
to the effect that the holders of such Notes will not recognize gain,
loss or income for federal income tax purposes as a result of the
satisfaction and discharge of the Note Indenture with respect to such
series and that such holders will realize gain, loss or income on
such Notes, including payments of interest thereon, in the same
amounts and in the same manner and at the same time as would have
been the case if such satisfaction and discharge had not occurred.
(Section 11.01).
In the event the Company exercises its option to effect a
covenant defeasance with respect to the Notes of any series and the
Notes of that series are thereafter declared due and payable because
of the occurrence of any Event of Default other than an Event of
Default caused by failing to comply with the covenants which are
defeased, the amount of money and Eligible Obligations on deposit
with the Note Trustee may not be sufficient to pay amounts due on
the Notes of that series at the time of the acceleration resulting
from such Event of Default. However, the Company would remain liable
for such payments. (Section 11.01).
Governing Law
The Note Indenture and Notes will be governed by, and construed
in accordance with, the laws of the State of New York. (Section
13.05).
Concerning the Note Trustee
AEP System companies, including the Company, utilize or may
utilize some of the banking services offered by Bankers Trust Company
in the normal course of their businesses.
DESCRIPTION OF NEW JUNIOR SUBORDINATED DEBENTURES
The New Junior Subordinated Debentures will be issued under an
Indenture, dated as of September 1, 1995, between the Company and
The First National Bank of Chicago, as Trustee (the "Debenture
Trustee"), as heretofore supplemented and amended and as to be
further supplemented and amended from time to time (the "Debenture
Indenture"). Section and Article references used in this
"Description of New Junior Subordinated Debentures" are references
to provisions of the Debenture Indenture unless otherwise noted.
Capitalized terms used in this section and not otherwise defined have
the meanings ascribed to such terms in the Debenture Indenture.
All junior subordinated deferrable interest debentures
(including the New Junior Subordinated Debentures) issued and to be
issued under the Debenture Indenture are herein sometimes referred
to as "Junior Subordinated Debentures". Copies of the Debenture
Indenture, including the form of Supplemental Debenture Indenture
pursuant to which each series of the New Junior Subordinated
Debentures will be issued are filed as exhibits to the Registration
Statement.
The following statements include brief summaries of certain
provisions of the Debenture Indenture under which Junior Subordinated
Debentures will be issued. Such summaries do not purport to be
complete and reference is made to the Debenture Indenture for
complete statements of such provisions. Such summaries are qualified
in their entirety by such reference and do not relate or give effect
to provisions of statutory or common law.
General
The New Junior Subordinated Debentures will be unsecured,
subordinated obligations of the Company. The Debenture Indenture
provides that the Junior Subordinated Debentures may be issued from
time to time in one or more series and does not limit the aggregate
principal amount of Junior Subordinated Debentures that may be
issued.
A description of the following terms of each series of New
Junior Subordinated Debentures in respect of which this Prospectus
is being delivered will be contained in a Prospectus Supplement:
(1) the title of such series of the Junior Subordinated
Debentures;
(2) any limit upon the aggregate principal amount of the
Junior Subordinated Debentures of that series which may be
authenticated and delivered;
(3) the date or dates on which the principal of the Junior
Subordinated Debentures of the series is payable;
(4) the rate or rates (which may be fixed or variable)
at which the Junior Subordinated Debentures of the series shall
bear interest or the manner of calculation of such rate or
rates, if any;
(5) the date or dates from which such interest shall
accrue, the Interest Payment Dates on which such interest will
be payable or the manner of determination of such Interest
Payment Dates and the record date for the determination of
holders to whom interest is payable on any such Interest Payment
Dates;
(6) the right to extend the interest payment periods and
the duration of such extension;
(7) the period or periods within which, the price or
prices at which and the terms and conditions upon which, Junior
Subordinated Debentures of the series may be redeemed, in whole
or in part, at the option of the Company;
(8) the obligation, if any, of the Company to redeem or
purchase Junior Subordinated Debentures of the series pursuant
to any sinking fund or analogous provisions (including payments
made in cash in anticipation of future sinking fund obligations)
or at the option of a holder thereof and the period or periods
within which, the price or prices at which, and the terms and
conditions upon which, Junior Subordinated Debentures of the
series shall be redeemed or purchased, in whole or in part,
pursuant to such obligation;
(9) the denominations in which the Junior Subordinated
Debentures of the series shall be issuable;
(10) any other terms with respect to such series (which
terms shall not be inconsistent with the terms of the Debenture
Indenture); and
(11) whether the Junior Subordinated Debentures are
issuable as a Global Debenture and, in such case, the identity
of the Depository for such series. (Section 2.01).
Except as may otherwise be described in a Prospectus Supplement,
the covenants contained in the Debenture Indenture would not afford
holders of New Junior Subordinated Debentures protection in the event
of a highly leveraged transaction involving the Company.
Subordination
The Debenture Indenture provides that payment of the principal
of, premium, if any, and interest on, Junior Subordinated Debentures,
including the New Junior Subordinated Debentures, is subordinated
and subject in right of payment to the prior payment in full of all
Senior Indebtedness (as defined below) of the Company as provided
in the Debenture Indenture. No payment of principal of (including
redemption and sinking fund payments), premium, if any, or interest
on, Junior Subordinated Debentures may be made if payment of
principal, premium, interest or any other payment on any Senior
Indebtedness is not made when due, any applicable grace period with
respect to such default has ended and such default has not been cured
or waived or ceased to exist, or if the maturity of any Senior
Indebtedness has been accelerated because of a default. Upon any
distribution of assets of the Company to creditors upon any
dissolution, winding up, liquidation or reorganization, whether
voluntary or involuntary or in bankruptcy, insolvency, receivership
or other proceedings, all principal of, premium, if any, and interest
due or to become due on, all Senior Indebtedness must be paid in full
before any payment is made on Junior Subordinated Debentures.
Subject to the payment in full of all Senior Indebtedness, the rights
of the holders of Junior Subordinated Debentures will be subrogated
to the rights of the holders of Senior Indebtedness to receive
payments or distributions applicable to Senior Indebtedness until
all amounts owing on Junior Subordinated Debentures are paid in full.
(Sections 14.01 to 14.04).
The term "Senior Indebtedness" shall mean the principal of,
premium, if any, interest on and any other payment due pursuant to
any of the following, whether outstanding at the date of execution
of the Debenture Indenture or thereafter incurred, created or
assumed:
(a) all indebtedness of the Company evidenced by notes,
debentures, bonds or other securities sold by the Company for
money or other obligations for money borrowed;
(b) all indebtedness of others of the kinds described in
the preceding clause (a) assumed by or guaranteed in any manner
by the Company or in effect guaranteed by the Company;
(c) all installment purchase agreements entered into by
the Company in connection with revenue bonds issued by an agency
or political subdivision of a state of the United States of
America; and
(d) all renewals, extensions or refundings of indebtedness
of the kinds described in either of the preceding clauses (a),
(b) and (c);
unless, in the case of any particular indebtedness, renewal,
extension or refunding, the instrument creating or evidencing the
same or the assumption or guarantee of the same expressly provides
that such indebtedness, renewal, extension or refunding is not
superior in right of payment to or is pari passu with Junior
Subordinated Debentures. Such Senior Indebtedness shall continue
to be Senior Indebtedness and entitled to the benefits of the
subordination provisions irrespective of any amendment, modification
or waiver of any term of such Senior Indebtedness. (Sections 1.01
and 14.08).
The Debenture Indenture does not limit the aggregate amount of
Senior Indebtedness that may be issued. As of May 15, 1998, Senior
Indebtedness of the Company aggregated approximately $906,520,000.
Form, Exchange, Registration and Transfer
Unless otherwise specified in a Prospectus Supplement, New
Junior Subordinated Debentures in definitive form will be issued only
as registered Junior Subordinated Debentures without coupons in
denominations of $25 and in integral multiples thereof authorized
by the Company. New Junior Subordinated Debentures may be presented
for registration of transfer (with the form of transfer endorsed
thereon duly executed) or exchange, at the office of the Debenture
Registrar, without service charge and upon payment of any taxes and
other governmental charges as described in the Debenture Indenture.
Such transfer or exchange will be effected upon the Company or the
Debenture Registrar being satisfied with the documents of title and
identity of the person making the request. The Company has appointed
the Debenture Trustee as Debenture Registrar with respect to New
Junior Subordinated Debentures. (Section 2.05).
The Company shall not be required to (i) issue, register the
transfer of or exchange any New Junior Subordinated Debenture during
a period beginning at the opening of business 15 days before the day
of the mailing of a notice of redemption of less than all the
outstanding New Junior Subordinated Debentures and ending at the
close of business on the day of such mailing or (ii) register the
transfer of or exchange any New Junior Subordinated Debentures or
portions thereof called for redemption. (Section 2.05).
Payment and Paying Agents
Unless otherwise indicated in a Prospectus Supplement, payment
of principal of and premium (if any) on any New Junior Subordinated
Debenture will be made only against surrender to the Paying Agent
of such New Junior Subordinated Debenture. Principal of and any
premium and interest on New Junior Subordinated Debentures will be
payable at the office of such Paying Agent or Paying Agents as the
Company may designate from time to time, except that at the option
of the Company payment of any interest may be made by check mailed
to the address of the person entitled thereto as such address shall
appear in the Debenture Register with respect to such New Junior
Subordinated Debentures.
Unless otherwise indicated in a Prospectus Supplement, the
Debenture Trustee will act as Paying Agent with respect to New Junior
Subordinated Debentures. The Company may at any time designate
additional Paying Agents or rescind the designation of any Paying
Agents or approve a change in the office through which any Paying
Agent acts. (Sections 4.02 and 4.03).
All moneys paid by the Company to a Paying Agent for the payment
of the principal of or premium or interest, if any, on any New Junior
Subordinated Debenture that remain unclaimed at the end of two years
after such principal, premium, if any, or interest shall have become
due and payable, subject to applicable law, will be repaid to the
Company and the holder of such New Junior Subordinated Debenture will
thereafter look only to the Company for payment thereof. (Section
11.04).
Modification of the Debenture Indenture
The Debenture Indenture contains provisions permitting the
Company and the Debenture Trustee, with the consent of the holders
of not less than a majority in principal amount of Junior
Subordinated Debentures of each series that are affected by the
modification, to modify the Debenture Indenture or any supplemental
indenture affecting that series or the rights of the holders of that
series of Junior Subordinated Debentures; provided, that no such
modification may, without the consent of the holder of each
outstanding Junior Subordinated Debenture affected thereby, (i)
extend the fixed maturity of any Junior Subordinated 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 or (ii) reduce the
percentage of Junior Subordinated Debentures, the holders of which
are required to consent to any such supplemental indenture. (Section
9.02).
In addition, the Company and the Debenture Trustee may execute,
without the consent of any holder of Junior Subordinated Debentures,
any supplemental indenture for certain other usual purposes including
the creation of any new series of Junior Subordinated Debentures.
(Sections 2.01, 9.01 and 10.01).
Events of Default
The Debenture Indenture provides that any one or more of the
following described events, which has occurred and is continuing,
constitutes an "Event of Default" with respect to each series of
Junior Subordinated Debentures:
(a) failure for 10 days to pay interest on Junior
Subordinated Debentures of that series when due; provided that
a valid extension of the interest payment period by the Company
shall not constitute a default in the payment of interest for
this purpose; or
(b) failure to pay principal or premium, if any, on Junior
Subordinated Debentures of that series when due whether at
maturity, upon redemption, by declaration or otherwise, or to
make payment required by any sinking or analogous fund with
respect to that series; or
(c) failure by the Company to observe or perform any other
covenant (other than those specifically relating to another
series) contained in the Debenture Indenture for 90 days after
written notice to the Company from the Debenture Trustee or the
holders of at least 25% in principal amount of the outstanding
Junior Subordinated Debentures of that series; or
(d) certain events involving bankruptcy, insolvency or
reorganization of the Company. (Section 6.01).
The Debenture Trustee or the holders of not less than 25% in
aggregate outstanding principal amount of any particular series of
Junior Subordinated Debentures may declare the principal due and
payable immediately upon an Event of Default with respect to such
series, but the holders of a majority in aggregate outstanding
principal amount of such series may annul such declaration and waive
the default with respect to such series if the default has been cured
and a sum sufficient to pay all matured installments of interest and
principal otherwise than by acceleration and any premium has been
deposited with the Debenture Trustee. (Sections 6.01 and 6.06).
The holders of a majority in aggregate outstanding principal
amount of any series of Junior Subordinated Debentures have the right
to direct the time, method and place of conducting any proceeding
for any remedy available to the Debenture Trustee for that series.
(Section 6.06). Subject to the provisions of the Debenture Indenture
relating to the duties of the Debenture Trustee in case an Event of
Default shall occur and be continuing, the Debenture Trustee will
be under no obligation to exercise any of its rights or powers under
the Debenture Indenture at the request or direction of any of the
holders of the Junior Subordinated Debentures, unless such holders
shall have offered to the Debenture Trustee indemnity satisfactory
to it. (Section 7.02).
The holders of a majority in aggregate outstanding principal
amount of any series of Junior Subordinated Debentures affected
thereby may, on behalf of the holders of all Junior Subordinated
Debentures of such series, waive any past default, except a default
in the payment of principal, premium, if any, or interest when due
otherwise than by acceleration (unless such default has been cured
and a sum sufficient to pay all matured installments of interest and
principal otherwise than by acceleration and any premium has been
deposited with the Debenture Trustee) or a call for redemption of
Junior Subordinated Debentures of such series. (Section 6.06). The
Company is required to file annually with the Debenture Trustee a
certificate as to whether or not the Company is in compliance with
all the conditions and covenants under the Debenture Indenture.
(Section 5.03(d)).
Consolidation, Merger and Sale
The Debenture Indenture does not contain any covenant that
restricts the Company's ability to merge or consolidate with or into
any other corporation, sell or convey all or substantially all of
its assets to any person, firm or corporation or otherwise engage
in restructuring transactions, provided that the successor
corporation assumes due and punctual payment of principal or premium,
if any, and interest on the Junior Subordinated Debentures. (Section
10.01).
Defeasance and Discharge
Under the terms of the Debenture Indenture, the Company will
be discharged from any and all obligations in respect of the New
Junior Subordinated Debentures (except in each case for certain
obligations to register the transfer or exchange of New Junior
Subordinated Debentures, replace stolen, lost or mutilated New Junior
Subordinated Debentures, maintain paying agencies and hold moneys
for payment in trust) if the Company deposits with the Debenture
Trustee, in trust, moneys or Governmental Obligations (as defined
in the Debenture Indenture), or a combination thereof, in an amount
sufficient to pay all the principal of, and interest on, New Junior
Subordinated Debentures of such series on the dates such payments
are due in accordance with the terms of the New Junior Subordinated
Debentures. Such defeasance or discharge may occur only if, among
other things, the Company has delivered to the Debenture Trustee an
Opinion of Counsel to the effect that the holders of the New Junior
Subordinated Debentures will not recognize gain, loss or income for
federal income tax purposes as a result of the satisfaction and
discharge of the Debenture Indenture with respect to such series and
such holders will be subject to federal income taxation on the same
amounts and in the same manner and at the same times as if such
satisfaction and discharge had not occurred. (Section 11.01).
Governing Law
The Debenture Indenture and New Junior Subordinated Debentures
will be governed by, and construed in accordance with, the laws of
the State of New York. (Section 13.05).
Concerning the Debenture Trustee
AEP System companies, including the Company, utilize or may
utilize some of the banking and/or capital leasing services offered
by The First National Bank of Chicago in the normal course of their
businesses. Among such services are the making of short-term loans,
generally at rates related to the prime commercial interest rate.
LEGAL OPINIONS
Opinions with respect to the legality of the Debt Securities
will be rendered by Simpson Thacher & Bartlett, 425 Lexington Avenue,
New York, New York, and 1 Riverside Plaza, Columbus, Ohio, counsel
for the Company, and by Dewey Ballantine LLP, 1301 Avenue of the
Americas, New York, New York, counsel for the Underwriters.
Additional legal opinions in connection with the offering of the Debt
Securities may be given by John F. Di Lorenzo, Jr., Thomas G.
Berkemeyer, David C. House or William E. Johnson, counsel for the
Company. Mr. Di Lorenzo is Associate General Counsel, Mr. Berkemeyer
is Assistant General Counsel, and Messrs. House and Johnson are
Attorneys, in the Legal Department of American Electric Power Service
Corporation, a wholly owned subsidiary of AEP. From time to time,
Dewey Ballantine LLP acts as counsel to affiliates of the Company
in connection with certain matters.
EXPERTS
The financial statements and related financial statement
schedule incorporated in this prospectus by reference from the
Company's Annual Report on Form 10-K have been audited by Deloitte
& Touche LLP, 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.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities in any of three ways:
(i) through underwriters or dealers; (ii) directly to a limited
number of purchasers or to a single purchaser; or (iii) through
agents. The Prospectus Supplement relating to a series of the Debt
Securities will set forth the terms of the offering of the Debt
Securities, including the name or names of any underwriters, dealers
or agents, the purchase price of such Debt Securities and the
proceeds to the Company from such sale, any underwriting discounts
or agency fees and other items constituting underwriters' or agents'
compensation, any initial public offering price and any discounts
or concessions allowed or reallowed or paid to dealers. Any initial
public offering price and any discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time after
the initial public offering.
If underwriters are used in the sale, the Debt Securities will
be acquired by the underwriters for their own account and may be
resold from time to time in one or more transactions, including
negotiated transactions, at a fixed public offering price or at
varying prices determined at the time of the sale. The underwriters
with respect to a particular underwritten offering of Debt Securities
will be named in the Prospectus Supplement relating to such offering
and, if an underwriting syndicate is used, the managing underwriters
will be set forth on the cover page of such Prospectus Supplement.
Unless otherwise set forth in the Prospectus Supplement, the
obligations of the underwriters to purchase the Debt Securities will
be subject to certain conditions precedent, and the underwriters will
be obligated to purchase all such Debt Securities if any are
purchased.
Debt Securities may be sold directly by the Company or through
agents designated by the Company from time to time. The Prospectus
Supplement will set forth the name of any agent involved in the offer
or sale of the Debt Securities in respect of which the Prospectus
Supplement is delivered as well as any commissions payable by the
Company to such agent. Unless otherwise indicated in the Prospectus
Supplement, any such agent will be acting on a reasonable best
efforts basis for the period of its appointment.
If so indicated in the Prospectus Supplement, the Company will
authorize agents, underwriters or dealers to solicit offers by
certain specified institutions to purchase Debt Securities from the
Company at the public offering price set forth in the Prospectus
Supplement pursuant to delayed delivery contracts providing for
payment and delivery on a specified date in the future. Such
contracts will be subject to those conditions set forth in the
Prospectus Supplement, and the Prospectus Supplement will set forth
the commission payable for solicitation of such contracts.
Subject to certain conditions, the Company may agree to
indemnify any underwriters, dealers, agents or purchasers and their
controlling persons against certain civil liabilities, including
certain liabilities under the Securities Act of 1933, as amended.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.*
Securities and Exchange Commission Filing Fee . . . . . $103,250
Printing Registration Statement, Prospectus . . . . . . 50,000
Independent Auditors' fees . . . . . . . . . . . . . . 15,000
Charges of Trustees (including counsel fees) . . . . . 26,000
Legal fees of Counsel . . . . . . . . . . . . . . . . . 170,000
Rating Agency fees . . . . . . . . . . . . . . . . . . 212,000
Miscellaneous expenses . . . . . . . . . . . . . . . . 20,000
Total $596,250
*Estimated, except for filing fees.
Item 15. Indemnification of Directors and Officers.
Section 1701.13(E) of the Ohio Revised Code gives a corporation
incorporated under the laws of Ohio power to indemnify any person
who is or has been a director, officer or employee of that
corporation, or of another corporation at the request of that
corporation, against expenses actually and reasonably incurred by
him in connection with any pending, threatened or completed action,
suit or proceeding, criminal or civil, to which he was, is or may
be made a party because of being or having been such director,
officer or employee, provided, in connection therewith, that such
person is determined to have acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the corporation, that, in the case of an action or suit by or in
the right of the corporation, (i) no negligence or misconduct shall
have been adjudged unless a court determines that such person is
fairly and reasonably entitled to indemnity, and (ii) the action or
suit is not one in which the only liability asserted against a
director is pursuant to Section 1701.95 of the Ohio Revised Code,
which relates to unlawful loans, dividends and distributions of
assets, and that, in the case of a criminal matter, such person is
determined to have had no reasonable cause to believe that his
conduct was unlawful. Section 1701.13(E) further provides that to
the extent that such person has been successful on the merits or
otherwise in defense of any such action, suit, or proceeding, or in
defense of any claim, issue or matter therein, he shall be
indemnified against expenses, including attorneys' fees, actually
and reasonably incurred by him in connection therewith. Section
1701.13(E) further provides that unless a corporation has
specifically elected to the contrary in its articles of incorporation
or code of regulations and unless the only liability asserted against
a director is pursuant to Section 1701.95, expenses incurred by a
director in defending such an action, suit or proceeding shall be
paid by the corporation as they are incurred in advance of the final
disposition of such action, suit or proceeding upon receipt of an
undertaking (i) to repay such amounts if it is proved by clear and
convincing evidence in a court of competent jurisdiction that such
director acted, or failed to act, with deliberate intent to cause
injury to the corporation or with reckless disregard for the best
interests of the corporation and (ii) reasonably to cooperate with
the corporation concerning said action, suit or proceeding. Section
1701.13(E) also provides that the indemnification thereby permitted
shall not be exclusive of any other rights that directors, officers
or employees may have, including rights under insurance purchased
by the corporation. The Company's Code of Regulations provides for
the indemnification of directors and officers of the Company to the
fullest extent permitted by law.
The above is a general summary of certain provisions of the
Company's Code of Regulations and the Ohio Revised Code and is
subject in all respects to the specific and detailed provisions of
the Company's Code of Regulations and the Ohio Revised Code.
Reference is made to the proposed forms of Selling Agency
Agreement for the New Notes, Underwriting Agreement for the New Notes
and Underwriting Agreement for the New Junior Subordinated Debentures
filed hereto as Exhibits 1(a), 1(b) and 1(c) respectively, which
provide for indemnification of the Company, certain of its directors
and officers, and persons who control the Company, under certain
circumstances.
The Company maintains insurance policies insuring its directors
and officers against certain obligations that may be incurred by
them.
Item 16. Exhibits.
Reference is made to the information contained in the Exhibit
Index filed as part of this Registration Statement.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of Debt Securities (if the total dollar value of Debt
Securities would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) of the Securities
Act of 1933 if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided, however, that (i) and (ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to section
13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange
Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating
to the Debt Securities, and the offering thereof at that time shall
be deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the laws of
the State of Ohio, the registrant's Code of Regulations or otherwise,
the registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in said Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the Debt Securities,
the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in said Act and will be
governed by the final adjudication of such issue.
(6) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this registration statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the
registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(7) For purposes of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains
a form of prospectus shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable cause to believe that
it meets all of the requirements for filing on Form S-3 and has duly
caused this amendment to the 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 4th day of June, 1998.
COLUMBUS SOUTHERN POWER COMPANY
E. Linn Draper, Jr.*
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
amendment to the 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 June 4, 1998
(ii) Principal Financial
Officer:
/s/ A. A. Pena Treasurer and
A. A. Pena Chief Financial Officer June 4, 1998
(iii) Principal Accounting
Officer:
/s/ L. V. Assante Controller and
L. V. Assante Chief Accounting Officer June 4, 1998
(iv) A Majority of the
Directors:
E. Linn Draper, Jr.*
H. W. Fayne*
Wm. J. Lhota*
James J. Markowsky*
J. H. Vipperman* June 4, 1998
*By/s/ Bruce M. Barber
(Bruce M. Barber, Attorney-in-Fact)
EXHIBIT INDEX
Certain of the following exhibits, designated with an asterisk
(*), have been previously filed.
Exhibit No. Description
* 1(a) - Copy of proposed form of Selling Agency Agreement for
the New Notes.
* 1(b) - Copy of proposed form of Underwriting Agreement for
the New Notes.
* 1(c) - Copy of proposed form of Underwriting Agreement for
the New Junior Subordinated Debentures.
* 4(a) - Copy of Indenture, dated as of September 1, 1997,
between the Company and Bankers Trust Company, as
Trustee, for the Notes.
* 4(b) - Copy of Company Order and Officers' Certificate,
dated September 29, 1997, establishing certain terms
of the Unsecured Medium Term Notes, Series A.
* 4(c) - Copy of Instructions, dated September 30, 1997, from
the Company to Bankers Trust Company, establishing
certain terms of the 6.85% Unsecured Medium Term
Notes, Series A, Due 2005.
* 4(d) - Copy of Instructions, dated February 5, 1998, from
the Company to Bankers Trust Company, establishing
certain terms of the 6.51% Unsecured Medium Term
Notes, Series A, Due 2008.
* 4(e) - Copy of proposed form of Company Order for the New
Notes.
* 4(f) - Copy of Indenture, dated as of September 1, 1995, as
supplemented by the First Supplemental Indenture,
dated as of September 1, 1995, between the Company
and The First National Bank of Chicago, as Trustee,
for Junior Subordinated Debentures [Registration
Statement No. 333-21309, Exhibits 4(a) and 4(b)].
* 4(g) - Copy of Second Supplemental Indenture, dated as of
February 1, 1997, between the Company and The First
National Bank of Chicago, as Trustee, providing for
the issuance of $40,000,000 principal amount of 7.92%
Junior Subordinated Debentures, Due 2027.
* 4(h) - Copy of proposed form of Supplemental Indenture to
be entered into between the Company and The First
National Bank of Chicago, as Trustee, for New Junior
Subordinated Debentures.
* 5 - Opinion of Simpson Thacher & Bartlett as to the
legality of New Notes and New Junior Subordinated
Debentures.
*12 - Statement re: Computation of Ratios [Quarterly Report
on Form 10-Q of the Company for the period ended
March 31, 1998, File No. 1-6543, Exhibit 12].
23(a) - Consent of Deloitte & Touche LLP.
*23(b) - Consent of Simpson Thacher & Bartlett (included in
Exhibit 5).
*24 - Powers of Attorney and resolutions of the Board of
Directors of the Company.
*25(a) - Form T-1 re eligibility of Bankers Trust Company.
*25(b) - Form T-1 re eligibility of The First National Bank
of Chicago.
Exhibit 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment
No. 1 to Registration Statement No. 333-54025 of Columbus Southern
Power Company on Form S-3 of our reports dated February 24, 1998,
appearing in and incorporated by reference in the Annual Report on
Form 10-K of Columbus Southern Power Company for the year ended
December 31, 1997 and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration
Statement.
Deloitte & Touche LLP
Columbus, Ohio
June 4, 1998
