<PAGE>
614-223-1649
January 13, 1994
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Indiana Michigan Power Company
Registration Statement on Form S-3
File No. 33-50361
Gentlemen:
Pursuant to Rule 424(b)(5), transmitted herewith is the
Prospectus Supplement to be used in connection with the
anticipated public offering by Indiana Michigan Power Company of
350,000 shares of its Cumulative Preferred Stock, 6.30% Series,
with a par value of $100 per share.
Very truly yours,
INDIANA MICHIGAN POWER COMPANY
BY: /s/ Ann B. Graf
Ann B. Graf
ABG/brh
<PAGE>
<PAGE>
PROSPECTUS SUPPLEMENT
(To Prospectus dated September 29, 1993)
350,000 Shares
Indiana Michigan Power Company
6.30% Cumulative Preferred Stock
($100 par value)
------------------------
The 6.30% Cumulative Preferred Stock, $100 par value (the
"new Preferred Stock"), will be redeemable at a redemption price
of $100 per share plus accrued and unpaid dividends to the date
of redemption at the option of the Company in whole or in part at
any time on or after March 1, 2004 upon not less than 30 days'
notice. The new Preferred Stock is also subject to a mandatory
cumulative sinking fund requiring the Company to redeem 17,500
shares on each July 1 from 2004 through the year 2008 and to
redeem the remaining shares outstanding on July 1, 2009, in each
case at $100 per share plus accrued and unpaid dividends to the
date of redemption. See "Supplemental Description of the New
Preferred Stock -- Redemption of the New Preferred Stock" and
"Supplemental Description of the New Preferred Stock -- Sinking
Fund" herein.
The annual dividend rate for the new Preferred Stock shall
be 6.30% per share, per annum, which dividend shall be
calculated, per share, at such percentage multiplied by $100,
payable quarterly on the first days of January, April, July and
October 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 Stock shall be the date of original issuance of the new
Preferred Stock. The initial quarterly dividend on the new
Preferred Stock (covering the period from the date of original
issuance to and including March 31, 1994) will be paid on April
1, 1994 to the persons in whose names the new Preferred Stock is
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 SUPPLEMENT OR THE PROSPECTUS TO WHICH IT
RELATES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
<PAGE>
<TABLE>
<CAPTION>
Price to Underwriting Proceeds to
Public(1) Commission(2) Company(3)
--------- ------------- -----------
<S> <C> <C> <C>
Per Share............. $100.00 $.875 $99.125
Total................ $35,000,000 $306,250 $34,693,750
</TABLE>
- ---------------
(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, as amended.
(3) Before deduction of expenses payable by the Company estimated
at $76,000.
------------------------
The new Preferred Stock is 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 shares of new Preferred
Stock will be made in New York, New York, on or about February 8,
1994.
------------------------
Merrill Lynch & Co. Goldman, Sachs & Co.
------------------------
The date of this Prospectus Supplement is January 13, 1994.
<PAGE>
<PAGE>
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
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
---------------------
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 1988 through 1992 and for the twelve
months ended September 30, 1993. Ratios for the periods through
December 31, 1991 have been restated to reflect the merger of
Michigan Power Company into the Company on February 29, 1992,
which was accounted for as a pooling of interests.
Period Ended Ratio
December 31, 1988............................ 1.99
December 31, 1989............................ 1.90
December 31, 1990............................ 1.75
December 31, 1991............................ 1.86
December 31, 1992............................ 1.71
September 30, 1993........................... 1.76
SUPPLEMENTAL DESCRIPTION OF THE NEW PREFERRED STOCK
The following description of the specific terms of the new
Preferred Stock supplements the description of the general terms
and provisions of the new Preferred Stock set forth in the
accompanying Prospectus under the caption "Description of the New
Preferred Stock." The following description does not purport to
be complete and is qualified in its entirety by reference to the
description in the accompanying Prospectus and to the instruments
referred to therein.
Redemption of the New Preferred Stock
The shares of the new Preferred Stock offered hereby are not
redeemable prior to March 1, 2004. On or after March 1, 2004,
the shares of the new Preferred Stock are redeemable upon not
less than 30 days' notice at a redemption price of $100 per share
plus accrued and unpaid dividends to the redemption date. (See
"Sinking Fund" herein.)
Sinking Fund
The new Preferred Stock is entitled to a cumulative sinking
fund requiring the Company, to the extent not prohibited by law,
to redeem, out of funds legally available therefor, 17,500 shares
of the new Preferred Stock on July 1, 2004 and on each July 1
thereafter to and including July 1, 2008 and to redeem, out of
funds legally available therefor, the remaining shares of the new
Preferred Stock on July 1, 2009, in each case at $100 per share
plus accrued and unpaid dividends to the date of such redemption.
The Company is entitled, at its election, to credit against
any sinking fund requirement due on any sinking fund date, shares
of the new Preferred Stock theretofore purchased or otherwise
acquired by the Company and not previously credited against any
sinking fund requirement.
There is no restriction on the repurchase or redemption of
shares of Cumulative Preferred Stock of any series, including the
new Preferred Stock, by the Company while there is any arrearage
in sinking fund installments with respect to the new Preferred
Stock.
Liquidation Rights
The preferential amounts to which the holders of shares of
new Preferred Stock shall be entitled upon any voluntary or
involuntary liquidation, dissolution or winding up of the affairs
of the Company shall be $100 per share, in each case plus an
amount equal to accrued and unpaid dividends.
--------------------
The Transfer Agent and Registrar for the new Preferred Stock
will be First Chicago Trust Company of New York, 14 Wall Street,
New York, New York 10005.
S-2
<PAGE>
<PAGE>
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
shares of the new Preferred Stock set forth opposite its name
below:
<TABLE>
<CAPTION>
Number of Shares
of the New
Underwriters Preferred Stock
- ------------------------------------------ ---------------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated ................. 175,000
Goldman, Sachs & Co. ..................... 175,000
Total..................................... 350,000
--------------
--------------
</TABLE>
Under the terms and conditions of the Underwriting
Agreement, the Underwriters are committed to take and pay for all
of the shares of the new Preferred Stock, 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 Supplement, and to certain dealers at such price less
a concession not in excess of $.50 per share. The Underwriters
may allow, and such dealers may reallow, a discount not in excess
of $.35 per share to certain other dealers. After the initial
public offering, the price to public, concession and discount may
be changed.
The new Preferred Stock will not have an established trading
market when issued. The new Preferred Stock will not be listed on
any securities exchange.
The Underwriters may make a market in the new Preferred
Stock, 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 of a secondary market for the new Preferred
Stock.
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, as amended.
\finance\impco\eddocs\350cps.psf
<PAGE>
PROSPECTUS
Indiana Michigan Power Company
$105,000,000
Cumulative Preferred Stock
Indiana Michigan Power Company (the "Company") intends to
offer from time to time, in one or more transactions, in one or
more series at prices and on terms to be determined at the time
or times of sale up to an aggregate of 1,050,000 shares of its
Cumulative Preferred Stock, $100 par value, or up to an aggregate
of 4,200,000 shares of its Cumulative Preferred Stock, $25 par
value, as an alternative to the sale of some or all of its
Cumulative Preferred Stock, $100 par value. The shares to be
offered are hereinafter referred to as the "new Preferred Stock".
The total par value of the new Preferred Stock will not exceed
$105,000,000. The aggregate number of shares, par value per
share, dividend rate, initial public offering price, voluntary
liquidation amount, any redemption provisions, any sinking fund
provisions, and other specific terms of each series of new
Preferred Stock in respect of which this Prospectus is being
delivered will be set forth in an accompanying prospectus
supplement ("Prospectus Supplement").
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 new Preferred Stock 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.
The date of this Prospectus is September 29, 1993<PAGE>
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 create, under any
circumstances, 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.; 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.
Certain of the Company's securities are listed on the New York
Stock Exchange, Inc. and on the Midwest Stock Exchange, where
reports, information statements and other information concerning
the Company can 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, 1992; and
-- The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1993 and June 30, 1993.
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; provided, however, that the
documents enumerated above or subsequently filed by the Company
pursuant to Section 13 of the 1934 Act prior to the filing of the
Company's most recent Form 10-K with the SEC shall not be
incorporated by reference in this Prospectus or be a part hereof
from and after the filing of such Form 10-K.
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, 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 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.
THE COMPANY
The Company is engaged in the generation, purchase,
transmission and distribution of electric power to approximately
520,000 customers in northern and east central Indiana and
southwestern Michigan and in supplying electric power at
wholesale to other electric utility companies, rural electric
cooperatives and municipalities. Its principal executive offices
are located at One Summit Square, P.O. Box 60, Fort Wayne,
Indiana 46801 (telephone number: 219-425-2111). 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"). 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 proceeds from the sale of
the new Preferred Stock to refund, directly or indirectly,
cumulative preferred stock and/or long-term debt. The Company's
Cumulative Preferred Stock, $25 per value, $2.15 Series
(1,600,000 shares outstanding) may be redeemed at its regular
redemption price of $25.54 per share, the Company's Cumulative
Preferred Stock, $100 par value, 8.68% Series (300,000 shares
outstanding) may be redeemed at its regular redemption price of
$103.10 per share prior to December 1, 1993 and $101.80 per share
on December 1, 1993 and thereafter, and the Company's Cumulative
Preferred Stock, $100 par value, 7.76% Series (350,000 shares
outstanding) may be redeemed at its regular redemption price of
$102.28 per share. The Company may redeem some or all of said
series of cumulative preferred stock if they can be refunded at a
lower effective cost.
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 1988 through 1992 and for the twelve
months ended June 30, 1993. Ratios for the periods through
December 31, 1991 have been restated to reflect the merger of
Michigan Power Company into the Company on February 29, 1992,
which was accounted for as a pooling of interests.
Period Ended Ratio
December 31, 1988 1.99
December 31, 1989 1.90
December 31, 1990 1.75
December 31, 1991 1.86
December 31, 1992 1.71
June 30, 1993 1.66
DESCRIPTION OF THE NEW PREFERRED STOCK
The new Preferred Stock will be issued as one or more new
series of the Cumulative Preferred Stock of the Company under the
Amended Articles of Acceptance, as amended, of the Company. A
copy of the form of Articles of Amendment with respect to the new
Preferred Stock is filed as an exhibit to the Registration
Statement. References to paragraphs are to numbered paragraphs
of Article 6A of the Amended Articles of Acceptance, as amended.
The statements herein concerning the Cumulative Preferred Stock
(including the new Preferred Stock), the Amended Articles of
Acceptance, as amended, and the form of Articles of Amendment
with respect to the new Preferred Stock 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 Cumulative Preferred Stock is issuable in series of
equal rank except that shares of different series may vary in
certain specified respects. Each series of the new Preferred
Stock will constitute a series of the Cumulative Preferred Stock
having a par value of $100 per share or $25 per share, and will
(a) consist of a number of shares to be set forth in an
accompanying Prospectus Supplement, (b) be entitled to dividends
at the annual rate set forth in such Prospectus Supplement,
cumulative from the date of issue, (c) if applicable, be
redeemable at the prices and on the terms under the heading
"Redemption of the New Preferred Stock" in such Prospectus
Supplement, (d) be entitled to payment of an amount described in
such Prospectus Supplement on voluntary liquidation plus an
amount equal to accrued unpaid dividends, (e) be entitled to an
amount equal to the par value per share on involuntary
liquidation plus an amount equal to accrued unpaid dividends and
(f) if applicable, be entitled to a sinking fund on the terms
described in such Prospectus Supplement.
The shares of the new Preferred Stock, when duly issued and
paid for, will be fully paid and nonassessable.
The Transfer Agent and Registrar for the new Preferred Stock
will be First Chicago Trust Company of New York, 14 Wall Street,
New York, New York 10005.
Dividend Rights and Restrictions
The holders of each series of new Preferred Stock will be
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 fixed for the particular series, payable quarterly on dates
fixed by the Board of Directors. The Board of Directors proposes
to establish January 1, April 1, July 1 and October 1 as dividend
payment dates with respect to each series of the new Preferred
Stock. No dividends may be declared on any series in respect of
any quarterly dividend period unless proportionate dividends are
likewise declared on all the shares of all other series of the
Cumulative Preferred Stock to the extent that such shares are
entitled to receive dividends for such quarterly dividend period.
(See Paragraph (2).) If dividends are in default in whole or in
part on any series, no shares of Cumulative Preferred Stock may
be redeemed, purchased or acquired unless such action has been
ordered, approved or permitted by the SEC or a successor
regulatory authority. (See Paragraph (3).)
So long as any shares of Cumulative Preferred Stock are
outstanding, the Company may not declare or pay any dividend on
its Common Stock if such dividend together with all other
dividends on Common Stock paid within the year ending on the date
such dividend is payable will exceed (a) 50% of the net income
available for dividends on Common Stock of the Company for the 12
full calendar months immediately preceding the calendar month in
which such dividend is declared, if Common Stock Equity, as
defined, is or would become less than 20% of total
capitalization, as defined, or (b) 75% of said net income if
Common Stock Equity is or would become less than 25% but not less
than 20% of total capitalization. (See Paragraph (5).)
Various restrictions on the use of retained earnings for
cash dividends on Common Stock, and other purposes are contained
in or result from covenants in the Company's Mortgage and Deed of
Trust, dated as of June 1, 1939, as heretofore amended and
supplemented, relating to outstanding series of the Company's
first mortgage bonds, under which The Bank of New York, New York,
is acting as Trustee (the "Mortgage"), its debenture agreement,
charter provisions and orders of regulatory authorities. At June
30, 1993, the Company's consolidated retained earnings amounted
to $161,460,000, of which approximately $45,900,000 were so
restricted.
Voting Rights
Holders of the Cumulative Preferred Stock, except as
required by the law of the State of Indiana, generally have no
voting rights, except that in the following circumstances the
holders of Cumulative Preferred Stock shall 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 Paragraph 8(A).)
If and when dividends payable on the Cumulative Preferred
Stock shall be in default in an amount equivalent to four full
quarterly dividends on all shares of all series of the Cumulative
Preferred Stock then outstanding, and until all dividends in
default shall have been paid, the holders of the Cumulative
Preferred Stock, voting separately as one class, shall be
entitled to elect the smallest number of directors necessary to
constitute a majority of the Board of Directors. (See Paragraph
(8)(B).)
The consent of holders of shares entitled to cast at least
two-thirds of the total number of votes entitled to be cast by
the holders of the Cumulative Preferred Stock then outstanding is
required (a) to create, authorize or issue any stock (other than
a series of the Cumulative Preferred Stock) ranking prior to or
on a parity with the Cumulative Preferred Stock as to dividends
or distributions, or any obligation or security convertible into
shares of any such stock, or (b) to amend, alter, change or
repeal any of the express terms of the Cumulative Preferred Stock
or any outstanding series thereof in a manner substantially
prejudicial to the holders thereof. Stock or convertible
securities authorized under clause (a) can be issued only within
180 days after the vote on the issuance thereof. Under clause
(b), if less than all series are substantially prejudicially
affected, only the consent of the holders of shares entitled to
cast two-thirds of the total number of votes entitled to be cast
by the holders of shares of all series so affected is required.
(See Paragraph (7)(A).)
The consent of the holders of shares entitled to cast a
majority of the total number of votes entitled to be cast by the
holders of the Cumulative Preferred Stock then outstanding is
required prior to any of the following corporate actions:
(a) an increase in the total authorized amount of
Cumulative Preferred Stock;
(b) any merger or consolidation, unless such action has
been approved by the SEC or by a successor regulatory authority;
(c) the issue or assumption of unsecured debt securities,
as defined (for purposes other than the reacquisition, redemption
or retirement of evidences of indebtedness previously issued or
assumed by the Company or of all outstanding shares of Cumulative
Preferred Stock) if immediately after such issue or assumption,
the total principal amount of all unsecured debt securities
(other than the principal amount of all long-term unsecured debt
securities not in excess of 10% of the Capitalization of the
Company, as defined) issued or assumed by the Company and then
outstanding would exceed 10% of the Capitalization of the
Company;
(d) the issue, sale or other disposition of any shares of
the Cumulative Preferred Stock (i) unless the net income of the
Company determined in accordance with generally accepted
accounting practices to be available for the payment of dividends
for a period of 12 consecutive calendar months within the 15
calendar months immediately preceding such action (but in any
event after deducting Depreciation Deficiency, as defined, for
said period) shall have been at least equal to twice the annual
dividend requirements on all outstanding shares of the Cumulative
Preferred Stock, including the shares to be issued; (ii) unless
the gross income of the Company for the same period determined in
accordance with generally accepted accounting practices (but in
any event after deducting the amount for said period charged by
the Company on its books to depreciation expense and in addition
thereto any Depreciation Deficiency, as defined, for said period)
to be available for the payment of interest, shall have been at
least one and one-half times the sum of (I) the annual interest
charges on all interest-bearing indebtedness of the Company and
(II) the annual dividend requirements on all outstanding shares
of Cumulative Preferred Stock and of all other classes of stock
ranking prior to or on a parity with the Cumulative Preferred
Stock as to dividends or distributions, including the shares to
be issued; and (iii) unless the aggregate of the capital of the
Company applicable to Common Stock and of the surplus of the
Company immediately after such issuance, sale or other
disposition, less any Depreciation Deficiency, as defined, for
the period from December 31, 1952 to such date, shall be not less
than the amount payable upon the involuntary dissolution,
liquidation or winding up of the Company to the holders of the
Cumulative Preferred Stock, excluding from the foregoing
computation all stock which is to be retired in connection with
such additional issue. No dividends may be paid on Common Stock
which would result in the reduction of capital and surplus below
the requirements of the above clause (d)(iii). (See Paragraph
(7)(B).)
The restrictions and limitations described or referred to
above, which are designed to protect the relative positions of
the holders of outstanding senior securities of the Company, can
operate in such manner as to limit substantially the additional
amounts of senior securities which can be issued by the Company,
thus requiring, where adverse economic conditions persist for
continued periods, relatively greater amounts of equity capital
to be obtained to finance construction and other capital
requirements of the Company.
Liquidation Rights
On any liquidation, dissolution or winding up of the
Company, after payment of the creditors of the Company, the
holders of the Cumulative Preferred Stock have a right to receive
out of the assets of the Company the full amount designated for
the respective series, together with accrued and unpaid
dividends, or, if the Company's assets are insufficient, to share
ratably with all other series of the Cumulative Preferred Stock
prior to any distribution to the holders of the Common Stock.
(See Paragraphs (4) and (6).)
Sinking Fund
If any series of the new Preferred Stock is subject to a
sinking fund, information regarding the same will be set forth in
a Prospectus Supplement. There is no restriction on the
repurchase or redemption of shares of the Cumulative Preferred
Stock of any series, including the new Preferred Stock, by the
Company while there is any arrearage in sinking fund installments
with respect to the new Preferred Stock.
Redemption of the New Preferred Stock
See the Prospectus Supplement.
Pre-emptive and Conversion Rights
Holders of the Cumulative Preferred Stock have no right to
subscribe for, purchase or receive any proportionate or other
share of any stock issued by the Company, or any right to convert
their shares into any other securities of the Company.
LEGAL OPINIONS
Opinions with respect to the legality of the new Preferred
Stock 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 any underwriters, dealers or agents.
EXPERTS
The financial statements and related financial statement
schedules incorporated by reference or included in the Company's
most recent Annual Report on Form 10-K and incorporated by
reference in this Prospectus have been audited by Deloitte &
Touche, independent auditors, as stated in their reports
appearing in and incorporated by reference in such Annual Report
on Form 10-K, and have been so incorporated herein in reliance
upon such reports given upon the authority of that firm as
experts in accounting and auditing.
PLAN OF DISTRIBUTION
The Company may sell the new Preferred Stock 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 new Preferred Stock will set forth the terms of the
offering of the new Preferred Stock, including the name or names
of any underwriters, dealers or agents, the purchase price of
such new Preferred Stock and the proceeds to the Company from
such sale, any underwriting discount 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 new Preferred
Stock 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 new Preferred Stock 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 new Preferred Stock will be subject
to certain conditions precedent, and the underwriters will be
obligated to purchase all such new Preferred Stock if any are
purchased.
The new Preferred Stock 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 new Preferred Stock in
respect of which the Prospectus Supplement will be 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 the new Preferred
Stock 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 will 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.
[93FN0119.IMP]
\finance\impco\eddocs\350cps.psf
