<PAGE> File No. 70-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM U-1
_______________________________
APPLICATION OR DECLARATION
under the
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
* * *
APPALACHIAN POWER COMPANY
40 Franklin Road, Roanoke, Virginia 24022
COLUMBUS SOUTHERN POWER COMPANY
215 North Front Street, Columbus, Ohio 43215
OHIO POWER COMPANY
301 Cleveland Avenue, S.W., Canton, Ohio 44702
(Name of companies filing this statement and
addresses of principal executive offices)
* * *
AMERICAN ELECTRIC POWER COMPANY, INC.
1 Riverside Plaza, Columbus, Ohio 43215
(Name of top registered holding company
parent of each applicant or declarant)
* * *
G. P. Maloney, Executive Vice President
AMERICAN ELECTRIC POWER SERVICE CORPORATION
1 Riverside Plaza, Columbus, Ohio 43215
A. Joseph Dowd, General Counsel
AMERICAN ELECTRIC POWER SERVICE CORPORATION
1 Riverside Plaza, Columbus, Ohio 43215
(Names and addresses of agents for service)
<PAGE>
ITEM 1. DESCRIPTION OF PROPOSED TRANSACTION.
Appalachian Power Company ("APCo"), Columbus Southern Power
Company ("CSPCo") and Ohio Power Company ("OPCo") (sometimes
individually referred to herein as "Company" and collectively as
"Companies"), each request authorization herein to acquire through
the operation of a sinking fund or pursuant to a redemption
provision up to the entire amount of cumulative preferred stock to
be issued in connection with their respective long-term financing
programs. APCo proposes to issue and sell, in one or more
transactions from time to time through June 30, 1995, shares of its
no par cumulative preferred stock with an aggregate involuntary
liquidation price of up to $30,000,000. CSPCo proposes to issue
and sell, in one or more transactions from time to time through
June 30, 1995, up to $25,000,000 aggregate par value of one or more
new series of its cumulative preferred stock, par value $25 per
share and/or par value $100 per share. OPCo proposes to issue and
sell, in one or more transactions from time to time through June
30, 1995, up to $85,000,000 aggregate par value of one or more new
series of its cumulative preferred stock, par value $25 per share
and/or par value $100 per share.
APCo's proposed issuance of its cumulative preferred stock is
subject to approval by the Virginia State Corporation Commission
and the Tennessee Public Service Commission and a copy of each
application is attached hereto as Exhibit D-1 and D-2,
respectively. CSPCo's proposed issuance of its cumulative
preferred stock is subject to approval by The Public Utilities
Commission of Ohio and a copy of its application is attached hereto
as Exhibit D-5. OPCo's proposed issuance of its cumulative
preferred stock is subject to approval by The Public Utilities
Commission of Ohio and a copy of its application is attached hereto
as Exhibit D-7.
Pursuant to Rule 52, as amended, under the Public Utility
Holding Company Act of 1935 (the "1935 Act"), the Companies are
exempt from Section 6(a) of the 1935 Act with respect to the
issuance and sale of their cumulative preferred stock. Therefore,
the Companies are not seeking an order of the Commission under
Sections 6(a) or 7 of the 1935 Act. If market conditions require
the sale of the cumulative preferred stock to include a sinking
fund and/or a redemption provision, the Companies request
authorization to acquire or redeem its cumulative preferred stock
through such sinking fund or redemption provision.
It is proposed that the Companies will decide on the necessity
for a sinking fund provision (and pricing terms thereof), and the
redemption terms, if any, for each series of cumulative preferred
stock at a subsequent date, depending on market conditions at the
time of issuance.
APCo's cumulative preferred stock will be issued pursuant to
an Amendment to the Restated Articles of Incorporation of the
Company to be adopted by its Board of Directors setting forth the
designations and relative rights, preferences, qualifications,
limitations or restrictions of each series of cumulative preferred
stock. A copy of the proposed form of Amendment for the cumulative
preferred stock is attached hereto as A-4. It is proposed that
substantially the same form of this document (except for obvious
variable terms such as voluntary liquidation price per share,
involuntary liquidation price per share, dividend rate, sinking
fund, if any, and redemption provisions, if any) will be used by
APCo for each series of the cumulative preferred stock.
CSPCo's cumulative preferred stock will be issued pursuant to
an Amendment to the Amended Articles of Incorporation of the
Company to be adopted by its Board of Directors setting forth the
designations and relative rights, preferences, qualifications,
limitations or restrictions of each series of cumulative preferred
stock. A copy of the proposed form of Certificate of Amendment for
the cumulative preferred stock is attached hereto as Exhibit A-8.
It is proposed that substantially the same form of this document
(except for obvious variable terms such as par value, dividend
rate, sinking fund, if any, and redemption provisions, if any) will
be used by CSPCo for each series of the cumulative preferred stock.
OPCo's cumulative preferred stock will be issued pursuant to
an Amendment to the Amended Articles of Incorporation of the
Company to be adopted by its Board of Directors setting forth the
designations and relative rights, preferences, qualifications,
limitations or restrictions of each series of cumulative preferred
stock. A copy of the proposed form of Certificate of Amendment for
the cumulative preferred stock is attached hereto as Exhibit A-12.
It is proposed that substantially the same form of this document
(except for obvious variable terms such as par value, dividend
rate, sinking fund, if any, and redemption provisions, if any) will
be used by OPCo for each series of the cumulative preferred stock.
Neither American Electric Power Company, Inc. ("AEP") nor any
subsidiary thereof has an ownership interest in an exempt wholesale
generator ("EWG") or foreign utility company ("FUCO") as defined in
Sections 32 and 33 of the Act. Further, none of the proceeds from
the issuance of the cumulative preferred stock proposed herein will
be used by AEP or any subsidiary thereof for the acquisition of an
interest in an EWG or a FUCO. Additionally, neither AEP nor any
subsidiary thereof, now or as a consequence of the transactions
proposed herein is a party to, or has any rights under, a service,
sales or construction agreement with an EWG or a FUCO.
ITEM 2. FEES, COMMISSIONS AND EXPENSES.
The expenses of the Companies in connection with the proposed
transactions are estimated not to exceed $10,000.
ITEM 3. APPLICABLE STATUTORY PROVISIONS.
The Companies consider Section 12(c) of the 1935 Act and Rule
42(a) thereunder to be applicable to the proposed transactions.
ITEM 4. REGULATORY APPROVAL.
With respect to APCo, the proposed transaction is subject to
the jurisdiction of the Tennessee Public Service Commission and the
State Corporation Commission of Virginia and an application has
been filed with each of said commissions.
With respect to CSPCo and OPCo, the proposed transactions are
subject to the jurisdiction of The Public Utilities Commission of
Ohio and applications have been filed with said commission.
No commission other than those named above and the Securities
and Exchange Commission has jurisdiction over the proposed
transactions.
ITEM 5. PROCEDURE.
It is requested, pursuant to Rule 23(c) of the Rules and
Regulations of the Commission, that the Commission's order
granting, and permitting to become effective this Application or
Declaration be issued on or before February 28, 1994. The
Companies waive any recommended decision by a hearing officer or by
any other responsible officer of the Commission and waive the 30-
day waiting period between the issuance of the Commission's order
and the date it is to become effective, since it is desired that
the Commission's order, when issued, become effective forthwith.
The Companies consent to the Office of Public Utility Regulation
assisting in the preparation of the Commission's decision and/or
order in this matter, unless the Office opposes the matter covered
by this Application or Declaration.
It is proposed that Certificates of Notification with respect
to the redemption of such cumulative preferred stock pursuant to
either the sinking fund or the redemption provision be filed after
any such cumulative preferred stock is redeemed.
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS.
The following exhibits and financial statements are filed as
part of this statement:
Exhibit A-1 Copy of Restated Articles of Incorporation of APCo,
as amended [Registration Statement No. 33-50163, Exhibit
4(a)]
Exhibit A-2 Copy of the Articles of Amendment dated October 13,
1993 and filed by APCo with the Secretary of State
of the Commonwealth of Virginia
Exhibit A-3 Copy of the Articles of Amendment dated November 4,
1993 and filed by APCo with the Secretary of State
of the Commonwealth of Virginia
Exhibit A-4 Copy of APCo's proposed form of Articles of
Amendment for the cumulative preferred shares (to
be filed by amendment)
Exhibit A-5 Copy of Amended Articles of Incorporation of CSPCo
Exhibit A-6 Copy of the Certificate of Amendment dated November
19, 1990 and filed by CSPCo with the Ohio Secretary
of State
Exhibit A-7 Copy of the Certificate of Amendment dated March 6,
1992 and filed by CSPCo with the Ohio Secretary of
State
Exhibit A-8 Copy of CSPCo's proposed form of Certificate of
Amendment for the cumulative preferred shares (to
be filed by amendment)
Exhibit A-9 Copy of Amended Articles of Incorporation of OPCo
[Registration Statement No. 33-50139, Exhibit 4(a)]
Exhibit A-10 Copy of the Certificate of Amendment dated October
4, 1993 and filed by OPCo with the Ohio Secretary
of State
Exhibit A-11 Copy of the Certificate of Amendment dated October
29, 1993 and filed by OPCo with the Ohio Secretary
of State
Exhibit A-12 Copy of OPCo's proposed form of Certificate of
Amendment for the cumulative preferred shares (to
be filed by amendment)
Exhibit D-1 Copy of APCo's Application to the Tennessee Public
Service Commission (to be filed by amendment)
Exhibit D-2 Copy of APCo's Application to the State Corporation
Commission of Virginia (to be filed by amendment)
Exhibit D-3 Copy of APCo's Order of the Tennessee Public
Service Commission (to be filed by amendment)
Exhibit D-4 Copy of APCo's Order of the State Corporation
Commission of Virginia (to be filed by amendment)
Exhibit D-5 Copy of CSPCo's Application to The Public Utilities
Commission of Ohio (to be filed by amendment)
Exhibit D-6 Copy of CSPCo's Order of The Public Utilities
Commission of Ohio (to be filed by amendment)
Exhibit D-7 Copy of OPCo's Application to The Public Utilities
Commission of Ohio (to be filed by amendment)
Exhibit D-8 Copy of OPCo's Order of The Public Utilities
Commission of Ohio (to be filed by amendment)
Exhibit E None
Exhibit F Opinion of Counsel
Exhibit H Form of Notice
No financial statements are filed herewith as the proposed
transactions are not considered material to the financial condition
of the Companies.
ITEM 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS.
It is believed that the granting and permitting to become
effective of this Application or Declaration will not constitute a
major Federal action significantly affecting the quality of the
human environment. No other Federal agency has prepared or is
preparing an environmental impact statement with respect to the
proposed transactions.
SIGNATURE
Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, the undersigned companies have duly
caused this statement to be signed on their behalf by the under-
signed thereunto duly authorized.
APPALACHIAN POWER COMPANY
COLUMBUS SOUTHERN POWER COMPANY
OHIO POWER COMPANY
By__/s/ G. P. MALONEY____
Vice President
Dated: January 31, 1994
finance\formu-1.cps
<PAGE>
<PAGE> Exhibit A-2
APPALACHIAN POWER COMPANY
ARTICLES OF AMENDMENT
to the
RESTATED ARTICLES OF INCORPORATION, AS AMENDED
1. The name of the corporation is APPALACHIAN POWER COMPANY.
2. The amendment is to create a new Series of 600,000 shares
of Cumulative Preferred Stock, without par value, consisting of
shares of such Cumulative Preferred Stock with designation,
description and terms as follows:
(a) The distinctive serial designation of such series
shall be "5.92% Cumulative Preferred Stock".
(b) The annual dividend rate for such series shall be
5.92% per share per annum, which dividend shall be calculated,
per share, at such percentage multiplied by $100, and the date
from which dividends on all shares of said series issued prior
to the record date for the dividend payable February 1, 1994,
shall be cumulative, shall be the date of initial issuance of
the shares of such series.
(c) Such series shall not be subject to redemption prior
to October 1, 2003; the regular redemption price for shares of
such series shall be $100 per share on or after October 1,
2003, plus an amount equal to accrued and unpaid dividends to
the date of redemption.
(d) The preferential amounts to which the holders of
shares of such series shall be entitled upon any voluntary or
involuntary liquidation, dissolution or winding up of the
Corporation shall be $100 per share, plus accrued and unpaid
dividends.
(e)(1) A sinking fund shall be established for the
retirement of the shares of such series. So long as there
shall remain outstanding any shares of such series, the
Corporation shall, to the extent not prohibited by law, on
November 1, 2003, and on each November 1 thereafter to and
including November 1, 2007, redeem as and for a sinking fund
requirement, a number of shares equal to 5% of the total
number of shares initially classified as 5.92% Cumulative
Preferred Stock in these Articles of Amendment at a sinking
fund redemption price of $100 per share plus accrued unpaid
dividends to the date of redemption. The remaining shares of
such series outstanding on November 1, 2008 will be redeemed
as a final sinking fund requirement, to the extent not
prohibited by law, on such date at a sinking fund redemption
price of $100 per share plus accrued and unpaid dividends to
the date of redemption. The sinking fund requirement shall be
cumulative so that if on any such November 1 the sinking fund
requirement shall not have been met, then such sinking fund
requirement, to the extent not met, shall become an additional
sinking fund requirement for the next succeeding November 1 on
which such redemption may be effected.
(2) The Corporation shall be entitled, at its
election, to credit against the sinking fund requirement due
on November 1 of any year pursuant to subparagraph (e)(1)
shares of such series theretofore purchased or otherwise
acquired by the Corporation and not previously credited
against any such sinking fund requirement.
(f) The shares of such series shall not have any rights
to convert the same into and/or purchase stock of any other
series or class or any other securities, or any special rights
other than those specified herein.
3. The amendment was adopted on September 21, 1993.
4. The amendment was duly adopted by the Board of Directors
of the Corporation without shareholder action and shareholder
action was not required.
5. The amendment, and the certificate issued by the Virginia
State Corporation Commission related thereto, shall be effective on
October 13, 1993.
APPALACHIAN POWER COMPANY
By__/s/ Jeffrey D. Cross_
(Jeffrey D. Cross)
Assistant Secretary
October 4, 1993
apcocps.93\artamend.cps
<PAGE>
<PAGE> Exhibit A-3
APPALACHIAN POWER COMPANY
ARTICLES OF AMENDMENT
to the
RESTATED ARTICLES OF INCORPORATION, AS AMENDED
1. The name of the corporation is APPALACHIAN POWER COMPANY.
2. The amendment is to create a new Series of 500,000 shares
of Cumulative Preferred Stock, without par value, consisting of
shares of such Cumulative Preferred Stock with designation,
description and terms as follows:
(a) The distinctive serial designation of such series
shall be "5.90% Cumulative Preferred Stock".
(b) The annual dividend rate for such series shall be
5.90% per share per annum, which dividend shall be calculated,
per share, at such percentage multiplied by $100, and the date
from which dividends on all shares of said series issued prior
to the record date for the dividend payable February 1, 1994,
shall be cumulative, shall be the date of initial issuance of
the shares of such series.
(c) Such series shall not be subject to redemption prior
to November 1, 2003; the regular redemption price for shares
of such series shall be $100 per share on or after November 1,
2003, plus an amount equal to accrued and unpaid dividends to
the date of redemption.
(d) The preferential amounts to which the holders of
shares of such series shall be entitled upon any voluntary or
involuntary liquidation, dissolution or winding up of the
Corporation shall be $100 per share, plus accrued and unpaid
dividends.
(e)(1) A sinking fund shall be established for the
retirement of the shares of such series. So long as there
shall remain outstanding any shares of such series, the
Corporation shall, to the extent not prohibited by law, on
November 1, 2003, and on each November 1 thereafter to and
including November 1, 2007, redeem as and for a sinking fund
requirement, a number of shares equal to 5% of the total
number of shares initially classified as 5.90% Cumulative
Preferred Stock in these Articles of Amendment at a sinking
fund redemption price of $100 per share plus accrued unpaid
dividends to the date of redemption. The remaining shares of
such series outstanding on November 1, 2008 will be redeemed
as a final sinking fund requirement, to the extent not
prohibited by law, on such date at a sinking fund redemption
price of $100 per share plus accrued and unpaid dividends to
the date of redemption. The sinking fund requirement shall be
cumulative so that if on any such November 1 the sinking fund
requirement shall not have been met, then such sinking fund
requirement, to the extent not met, shall become an additional
sinking fund requirement for the next succeeding November 1 on
which such redemption may be effected.
(2) The Corporation shall be entitled, at its
election, to credit against the sinking fund requirement due
on November 1 of any year pursuant to subparagraph (e)(1)
shares of such series theretofore purchased or otherwise
acquired by the Corporation and not previously credited
against any such sinking fund requirement.
(f) The shares of such series shall not have any rights
to convert the same into and/or purchase stock of any other
series or class or any other securities, or any special rights
other than those specified herein.
3. The amendment was adopted on October 21, 1993.
4. The amendment was duly adopted by the Board of Directors
of the Corporation without shareholder action and shareholder
action was not required.
5. The amendment, and the certificate issued by the Virginia
State Corporation Commission related thereto, shall be effective on
November 4, 1993.
APPALACHIAN POWER COMPANY
By_/s/ Jeffrey D. Cross__
(Jeffrey D. Cross)
Assistant Secretary
October 28, 1993
apcocps.93\artamend.2
<PAGE>
<PAGE> Exhibit A-5
AMENDED ARTICLES OF INCORPORATION
OF
COLUMBUS SOUTHERN POWER COMPANY
ARTICLE I: Name and Principal Office
The name of the Corporation shall be Columbus Southern Power
Company, and its principal office shall be located in the City of
Columbus, Franklin County, Ohio.
ARTICLE II: Purpose
The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be formed under Chapter 1701
of the Ohio Revised Code, as now in effect or hereafter amended.
ARTICLE III: Authorized Shares
The maximum number of shares which the Corporation is
authorized to have outstanding shall be Thirty-Three Million Five
Hundred Thousand (33,500,000), classified as follows: (a) Two
Million Five Hundred Thousand (2,500,000) shares shall be
Cumulative Preferred Shares, of the par value of One Hundred
Dollars ($100.00) per share; (b) Seven Million (7,000,000) shares
shall be Cumulative Preferred Shares, of the par value of Twenty-
Five Dollars ($25.00) per share; and (c) Twenty-Four Million
(24,000,000) shares shall be Common Shares, without par value.
"Cumulative Preferred Shares ($100.00)", when used herein,
shall refer to all series of Cumulative Preferred Shares of the par
value of One Hundred Dollars ($100.00) per share; "Cumulative
Preferred Shares ($25.00)", when used herein shall refer to all
series of Cumulative Preferred Shares of the par value of Twenty-
Five Dollars ($25.00) per share, and "Cumulative Preferred Shares",
when used herein, shall refer collectively to all series of
Cumulative Preferred Shares ($100.00) and Cumulative Preferred
Shares ($25.00).
ARTICLE IV: Terms of Shares
1. Priority. The Cumulative Preferred Shares ($100.00) and the
Cumulative Preferred Shares ($25.00) shall be of equal rank
and, except as to matters relating to the par values and
voting rights thereof, and permitted variations between the
respective series thereof, shall confer equal rights upon the
holders thereof. The holders of the Common Shares are subject
to all of the rights and preferences of the holders of the
Cumulative Preferred Shares.
2. Voting Rights. Except as otherwise expressly provided in this
Article IV or required by the law of the State of Ohio, the
holders of the Cumulative Preferred Shares shall not be
entitled to vote. The holders of the Common Shares shall be
entitled to one vote per share upon all matters presented to
the shareholders. Whenever, pursuant to the provisions of
this Article IV or the law of the State of Ohio, the holders
of the Cumulative Preferred Shares shall be entitled to vote,
every holder of Cumulative Preferred Shares ($100.00) shall be
entitled to one (1) vote per share, and every holder of
Cumulative Preferred Shares ($25.00) shall be entitled to one-
fourth (1/4) of one (1) vote per share.
Except as otherwise specifically provided in this Article IV,
any action to be taken by the shareholders of the Corporation
under any provision of the Ohio Revised Code which would
require the affirmative vote of two-thirds of the voting power
of the Corporation unless otherwise provided in the Articles
of Incorporation may be taken by the affirmative vote of the
majority of the voting power of the Corporation.
No holder of shares of any class of stock of the Corporation
shall have the right to vote cumulatively in the election of
directors.
3. Pre-emptive Rights. No holder of shares of any class of stock
of the Corporation shall have any pre-emptive right to
purchase any shares of stock of the Corporation, or securities
convertible into or carrying rights to purchase shares,
whether now or hereafter authorized, and whether issued for
cash, property, services or otherwise.
4. Cumulative Preferred Shares - Issuance in Series. The Board
of Directors is authorized to cause the Cumulative Preferred
Shares to be issued in one or more series, and with respect to
each such series to fix:
(i) the distinctive serial designation and number
of shares of the series;
(ii) the dividend rate or rates (which may be
fixed or variable) of the series, or the method by which
such rate or rates shall be determined;
(iii) the dates of payment of dividends, and the
date or dates from which dividends shall be cumulative;
(iv) the redemption rights (if any) and redemption
price or prices for shares of the series;
(v) the sinking fund requirements (if any) for
the purchase or redemption of shares of the series;
(vi) the amount or amounts which shall be payable
to the holders of shares of the series in the event of
any liquidation, dissolution or winding up of the affairs
of the Corporation, which amount or amounts may differ in
the event of voluntary or involuntary liquidation,
dissolution or winding up;
(vii) the rights (if any) of the holders of shares
of the series to convert such shares into shares of any
other series or class or other securities, and the terms
and conditions of any such conversion; and
(viii) any other preferences, rights, restrictions
or qualifications permitted by law and not inconsistent
with the provisions of this ARTICLE IV which apply to all
series of Cumulative Preferred Shares.
5. Dividends. The holders of each series of Cumulative Preferred
Shares shall be entitled to receive, when and as declared by
the Board of Directors out of funds legally available, cash
dividends at the rate or rates and payable on the dates fixed
for such series as herein provided; dividends on all series
shall be cumulative.
In no event, so long as any Cumulative Preferred Shares shall
be outstanding, shall any dividend, whether in cash or in
property, be paid or declared, nor shall any distribution be
made, on any Common Shares or any other shares of the
Corporation ranking junior to the Cumulative Preferred Shares
in respect of dividends or assets, nor shall any such junior
shares be purchased, redeemed or otherwise acquired for value
by the Corporation, unless all dividends on the Cumulative
Preferred Shares of all series for all past dividend periods
shall have been paid or declared and a sum sufficient for the
payment thereof set apart. The foregoing provisions of this
Division 5 shall not, however, apply to a dividend payable in
such junior shares, nor to the acquisition of such junior
shares in exchange for or through application of the proceeds
of the sale of junior shares, nor to the acquisition of junior
shares issued for cash or property subsequent to the date of
issuance of the Cumulative Preferred Shares outstanding at the
time of such acquisition to the extent of the cash received or
the cost or fair value (whichever is less) of property
received as consideration for the issue of such junior shares,
nor to the transfer of any amount from surplus to stated
capital.
Subject to the foregoing provisions of this Division 5 and to
any limitations established by the Board of Directors in
connection with the creation of any series of Cumulative
Preferred Shares, the Board of Directors may declare, out of
any funds legally available therefor, dividends (payable in
cash, shares or otherwise) upon the then outstanding Common
Shares and no holders of Cumulative Preferred Shares of any
series shall be entitled to share therein.
6. Liquidation Rights. Before any amount shall be paid to, or
any assets distributed among, the holders of the Common Shares
upon any liquidation, dissolution or winding up of the affairs
of the Corporation, and after paying or providing for the
payment of all creditors of the Corporation, the holders of
Cumulative Preferred Shares of each series at the time
outstanding shall be entitled to be paid in cash the amount
fixed for the particular series as herein provided, together
with a sum in the case of each share of each series, computed
at the annual dividend rate for the series of which such share
is a part, from the date from which dividends on such share
became cumulative to and including the date fixed for such
distribution or payment, less the aggregate of the dividends
theretofore and on such date paid thereon; but no payments on
account of such distributive amounts shall be made to the
holders of any series of Cumulative Preferred Shares unless
there shall likewise be paid at the same time to the holders
of each other series of Cumulative Preferred Shares like
proportionate distributive amounts, ratably, in proportion to
the full distributive amounts to which they are respectively
entitled as herein provided. The holders of the Cumulative
Preferred Shares of any series shall not be entitled to
receive any amounts with respect thereto upon any liquidation,
dissolution or winding up of the affairs of the Corporation
other than the amounts referred to in this Division 6.
Neither the consolidation or merger of the Corporation with
any other corporation or corporations, nor the sale or
transfer by the Corporation of all or any part of its assets,
shall be deemed to be a liquidation, dissolution or winding up
of the affairs of the Corporation within the meaning of the
foregoing provisions of this Division 6.
All assets and funds of the Corporation remaining after paying
or providing for the payment of all creditors of the
Corporation and after paying or providing for the payment to
the holders of all outstanding Cumulative Preferred Shares of
the full distributive amounts to which they are entitled as
herein provided shall be divided among and paid to the holders
of the Common Shares according to their rights and interests.
7. Actions Requiring Vote of Two-Thirds of Voting Power of
Cumulative Preferred Shares. So long as any Cumulative
Preferred Shares of any series are outstanding, the
Corporation shall not, without the consent (given by vote in
person or by proxy at a meeting called for that purpose) of
the holders of at least two-thirds of the voting power of the
Cumulative Preferred Shares then outstanding:
(a) amend, alter, or repeal any of the rights, preferences or
powers of the holders of the Cumulative Preferred Shares
so as to affect adversely any such rights, preferences or
powers; provided, however, that if such amendment,
alteration or repeal affects adversely the rights,
preferences or powers of one or more, but not all, series
of Cumulative Preferred Shares at the time outstanding,
only the consent of the holders of at least two-thirds of
the voting power of each series so affected shall be
required; and provided, further, that an amendment to
increase or decrease the authorized amount of Cumulative
Preferred Shares or to create or authorize, or increase
or decrease the amount of, any class of stock ranking on
a parity with the Cumulative Preferred Shares as to
dividends or assets shall not be deemed to affect
adversely the rights, preferences or powers of the
holders of the Cumulative Preferred Shares or any series
thereof; or
(b) create or authorize any shares of any class of stock
ranking prior to the Cumulative Preferred Shares as to
dividends or assets.
8. Action Requiring Vote of Majority of Voting Power of
Cumulative Preferred Shares. So long as any Cumulative
Preferred Shares of any series are outstanding, the
Corporation shall not, without the consent (given by vote in
person or by proxy at a meeting called for that purpose) of
the holders of at least a majority of the voting power of the
Cumulative Preferred Shares then outstanding, increase the
total authorized amount of Cumulative Preferred Shares or
create or authorize any shares of any class of stock ranking
on a parity with the Cumulative Preferred Shares as to
dividends or assets.
9. Election of Directors by Holders of Cumulative Preferred
Shares. If at any time dividends on any series of Cumulative
Preferred Shares shall be in arrears in an amount equal to
payments for six full quarters or more (or, with respect to
Cumulative Preferred Shares which are not payable for
quarterly dividend periods, an amount equal to payments for a
number of dividend periods containing not less than 540 days),
the holders of all series of Cumulative Preferred Shares,
voting together as a single class, shall be entitled to elect
two members of the Board of Directors of the Corporation until
such time as all arrearages in dividends on the Cumulative
Preferred Shares shall have been paid or declared and set
apart for payment. Whenever the right to elect directors
shall have accrued to the holders of the Cumulative Preferred
Shares, as herein provided, the President of the Corporation
shall call a meeting for the election of directors, such
meeting to be held not less than forty-five (45) days and not
more than ninety (90) days after the accrual of such right.
The term of office of all directors of the Corporation shall
terminate at the time of any such meeting or adjournment
thereof held for the purpose of electing a new Board of
Directors, at which a quorum of the holders of the Cumulative
Preferred Shares, or a quorum of the holders of shares
otherwise entitled to vote, shall be present in person or by
proxy, notwithstanding that the term for which such directors
were elected shall not then have expired. In the event that
at any such meeting a quorum of the holders of the Cumulative
Preferred Shares shall not be present in person or by proxy,
the holders of the shares otherwise entitled to vote, if a
quorum thereof be present in person or by proxy, may
temporarilY elect the directors which the holders of the
Cumulative Preferred Shares were entitled but failed to elect,
such directors to be designated as having been so elected and
their term of office to expire at such time thereafter as
their successors shall be elected by the holders of the
Cumulative Preferred Shares. At any such meeting, the
presence in person or by proxy of the holders of a majority of
the voting power of the outstanding Cumulative Preferred
Shares shall be required to constitute a quorum of Cumulative
Preferred Shares for the election of directors; provided,
however, that the holders of a majority of the voting power of
the Cumulative Preferred Shares present in person or by proxy
shall have the power to adjourn such meeting for the election
of directors from time to time without notice other than
announcement at the meeting.
Whenever the Cumulative Preferred Shares shall be entitled to
elect directors, any holder of record of Cumulative Preferred
Shares shall have the right, during regular business hours, in
person or by a duly authorized representative, to examine the
Corporation's stock records of Cumulative Preferred Shares for
the purpose of communicating with other holders of such shares
with respect to the exercise of such right of election and to
make a list of such holders.
Whenever the Cumulative Preferred Shares shall be divested of
such voting right, and a request to such effect signed by any
holder of record of any other class of shares then entitled to
vote for the election of directors shall be delivered to the
Corporation at its principal office not less than one hundred
twenty (120) days prior to the date for the annual meeting
next following the date of such divesting, the President of
the Corporation shall call a special meeting of the holders of
the shares then entitled to vote for directors to be held
within sixty (60) days after the receipt of such request for
the purpose of electing a new Board of Directors to serve
until the next annual meeting or until their respective
successors shall be elected and shall qualify. The term of
office of all directors of the Corporation shall terminate at
the time of any such special meeting or adjournment thereof at
which a quorum of the holders of shares then entitled to vote
for directors shall be present in person or by proxy,
notwithstanding that the term for which such directors had
been elected shall not have expired.
If, during any interval between annual meetings of
shareholders for the election of directors and while the
Cumulative Preferred Shares shall be entitled to elect
directors, the number of directors in office who have been
elected by the holders of the Cumulative Preferred Shares or
by the Common Shares, as the case may be, shall by reason of
resignation, death or removal, be less than the total number
of directors subject to election by the holders of shares of
such class, (a) the vacancy or vacancies shall be filled by a
majority vote of the remaining directors then in office who
were elected by such class or who succeeded directors so
elected, although such majority be less than a quorum (or by
the remaining such director, if only one), and (b) if any
vacancy which occurred more than six months prior to the date
for the next ensuing annual meeting is not so filled within
forty (40) days after the occurrence thereof, the President of
the Corporation shall call a special meeting of the holders of
the shares of such class and such vacancy shall be filled at
such special meeting.
10. Redemption of Cumulative Preferred Shares. Subject to the
express terms of each series, redemption of Cumulative
Preferred Shares may be effected as provided in this Division
10 at any time or from time to time by paying in cash the
redemption price of the shares of the particular series, fixed
therefor as herein provided, together with a sum in the case
of each share of each series so to be redeemed, computed at
the annual dividend rate for the series of which that share is
a part, from the date from which dividends on such share
become cumulative to the date fixed for such redemption, less
the aggregate of the dividends theretofore and on such
redemption date paid thereon. Notice of such redemption shall
be given, not less than thirty (30) nor more than sixty (60)
days prior to the date fixed for such redemption, by mail to
each holder of record of such shares at such holder's address
on the books of the Corporation on the record date fixed for
the purpose by the Board of Directors.
In case of the redemption of a part only of the shares of such
series, the shares to be redeemed shall be selected by lot or
by such other manner of random selection as the Board of
Directors shall approve.
If notice of redemption shall have been duly given, and if on
the redemption date specified in such notice all funds
necessary for such redemption shall have been set aside by the
Corporation, separate and apart from its other funds, in trust
for the holders of the shares to be redeemed, so as to be and
continue to be available therefor, then, notwithstanding that
any certificate for such shares shall not have been
surrendered for cancellation, from and after the date fixed
for redemption the shares so to be redeemed shall no longer be
deemed to be outstanding, and all rights with respect to such
shares shall forthwith terminate, except only the right of the
holders thereof to receive on and after the date fixed for
redemption, out of the funds so set aside in trust, the amount
payable upon redemption, without interest. The Corporation
may, after giving notice as provided above, or after giving to
the bank or trust company hereinafter referred to irrevocable
authorization to mail such notice, and at any time prior to
the redemption date specified in such notice, deposit in trust
for the account of the holders of the shares to be redeemed,
so as to be and continue to be available therefor, with
directions to pay to the holders of the shares to be redeemed
the amounts payable upon such redemption upon surrender of the
certificate or certificates for shares held by such holders,
funds necessary for such redemption with a bank or trust
company having capital, surplus and undivided profits
aggregating at least $5,000,000, designated in such notice,
and, upon such deposit in trust, all shares with respect to
which such deposit shall have been made shall no longer be
deemed to be outstanding, and all rights with respect to such
shares shall forthwith cease and terminate, except only the
right of the holders thereof to receive at any time from and
after the date of such deposit, the amount payable upon
redemption thereof, without interest.
Any monies deposited in trust by the Corporation pursuant to
this Division 10 which remain unclaimed at the end of seven
years from the date fixed for redemption shall be repaid upon
its request, expressed in a resolution of its Board of
Directors, to the Corporation, and thereafter, the holders of
shares so called for redemption shall be deemed unsecured
creditors of the Corporation, entitled to look only to the
Corporation for payment of an amount equal to the sum payable
on redemption, without interest.
ARTICLE V: Effect of Amended Articles
These Amended Articles of Incorporation supersede and take the
place of all prior articles of incorporation of the Corporation and
any and all amendments thereto.
a:\artincor.csp
<PAGE>
<PAGE> Exhibit A-6
CERTIFICATE OF AMENDMENT
TO ARTICLES OF INCORPORATION OF
COLUMBUS SOUTHERN POWER COMPANY
BY THE BOARD OF DIRECTORS
The undersigned, Vice President and Assistant Secretary of
Columbus Southern Power Company, an Ohio corporation with its
principal office located in Columbus, Ohio, do hereby certify that
a meeting of the Board of Directors of said corporation was duly
called and held on the 19th day of November, 1990, at which meeting
a quorum of such Directors was present, and that at such meeting
the following Resolution of Amendment to Articles of Incorporation
was duly adopted under authority of subdivision (B)(1) of Ohio
Revised Code Section 1701.70:
RESOLVED, that the Amended Articles of Incorporation of
Columbus Southern Power Company, dated and filed in the office
of the Secretary of State of the State of Ohio on November 14,
1990, be amended by adding at the end of Article IV thereof,
the following new Divisions 11 and 12:
11. Subject to and in accordance with the provi-
sions of this Article IV, there is hereby created a
series of Cumulative Preferred Shares of the par value of
$100 per share which shall be designated "Cumulative
Preferred Shares, 9.50% Series" and shall consist of a
maximum of 750,000 Cumulative Preferred Shares of such
series. Shares of such series redeemed or otherwise
acquired by the Corporation shall be retired and shall
thereafter be authorized and unissued shares of
Cumulative Preferred Shares, with a par value of $100 per
share, without designation as to series.
12. The preferences, rights, restrictions or
qualifications and the description and terms of the
Cumulative Preferred Shares, 9.50% Series, in respects in
which the shares of such series vary from shares of other
series of the Cumulative Preferred Shares, $100 par
value, shall be as follows:
(i) The annual dividend rate for such
series shall be 9.50% per share per annum, which
dividend shall be calculated, per share, at such
percentage multiplied by $100, payable quarterly on
the first days of February, May, August and
November in each year with respect to the quarterly
period ending on the day preceding each such
respective payment date, and the date from which
dividends shall be cumulative on all shares of such
series issued prior to the record date for the
dividend payable February 1, 1991 shall be the date
of initial issuance of shares of such series.
(ii) Shares of such series may be redeemed
by the Corporation, at its option, by action of the
Board of Directors, at an optional redemption price
of $109.50 per share if redeemed on or prior to
October 31, 1995 and thereafter at the following
optional redemption prices:
If Redeemed Optional
During 12 Months Redemption
Period Ending Price
October 31 Per Share
1996 . . . . . . . . . . . . . . . $ 106.33
1997 . . . . . . . . . . . . . . . 105.70
1998 . . . . . . . . . . . . . . . 105.07
1999 . . . . . . . . . . . . . . . 104.43
2000 . . . . . . . . . . . . . . . 103.80
2001 . . . . . . . . . . . . . . . 103.17
2002 . . . . . . . . . . . . . . . 102.53
2003 . . . . . . . . . . . . . . . 101.90
2004 . . . . . . . . . . . . . . . 101.27
2005 . . . . . . . . . . . . . . . 100.63
and $100 per share, if redeemed on November 1, 2005
or thereafter; provided, however, that no share of
such series shall be redeemed prior to November 1,
1995, if such redemption is for the purpose or in
anticipation of refunding such share, directly or
indirectly, through the incurring of debt, or
through the issuance of shares of capital stock
ranking equally with or prior to the Cumulative
Preferred Shares as to dividends or assets, if such
debt has an effective interest cost to the
Corporation (computed in accordance with generally
accepted financial practice), or such shares of
capital stock have an effective dividend cost to
the Corporation (so computed), of less than 9.58%
per annum.
(iii) The preferential amounts to which the
holders of shares of such series shall be entitled
upon any voluntary liquidation, dissolution or
winding up of the affairs of the Corporation shall
be the then applicable optional redemption price
per share, as set forth in clause (ii) of this
Division 12, and in the event of any involuntary
liquidation, dissolution or winding up of the
affairs of the Corporation, shall be $100 per
share.
(iv)(1) A sinking fund shall be established
for the retirement of the shares of such series.
So long as there shall remain outstanding any
shares of such series, the Corporation shall, to
the extent permitted by law, on February 1 in each
year commencing with the year 1996, redeem as and
for a sinking fund requirement, out of funds
legally available therefor, a number of shares
equal to 5% of the total number of shares initially
classified in Division 11 hereof, at a redemption
price of $100 per share. The sinking fund
requirements shall be cumulative so that if on any
such February 1 the sinking fund requirement shall
not have been met, then such sinking fund require-
ment, to the extent not met, shall become an
additional sinking fund requirement for the next
succeeding February 1 on which such redemption may
be effected.
(2) The Corporation shall have the non-
cumulative option, on any sinking fund date as
provided in clause (iv)(1) of this Division 12, to
redeem at the sinking fund redemption price of $100
per share an additional number of shares equal to -
not more than 5% of the total number of shares
initially classified in Division 11 hereof. No
redemption made pursuant to this clause (iv)(2)
shall be deemed to fulfill any sinking fund
requirement established pursuant to clause (iv)(1).
(3) The Corporation shall be entitled, at
its election, to credit against any sinking fund
requirement due on February 1 of any year pursuant
to clause (iv)(1) of this Division 12 shares of
such series theretofore purchased or otherwise
acquired by the Corporation and not previously
credited against any such sinking fund requirement.
(v) The shares of such series shall not
have any rights to convert the same into and/or
purchase shares of any other series or class or
other securities, or any special rights other than
those specified herein.
FURTHER RESOLVED, that a certificate signed by the
Chairman of the Board, the President, or a Vice President
and the Secretary or an Assistant Secretary of the
Corporation, containing a copy of this resolution and a
statement of the manner of its adoption, be filed in the
Office of the Secretary of State of the State of Ohio.
IN WITNESS WHEREOF, the undersigned Vice President and
Assistant Secretary of Columbus Southern Power Company, acting for
and on behalf of said corporation, have hereunto subscribed their
names and caused the seal of said corporation to be hereunto
affixed this 19th day of November, 1990.
COLUMBUS SOUTHERN POWER COMPANY
By__/s/ G. P. MALONEY__________
Vice President
By__/s/ JEFFREY D. CROSS_______
Assistant Secretary
a:\artamend.csp
<PAGE>
<PAGE> Exhibit A-7
CERTIFICATE OF AMENDMENT
TO AMENDED ARTICLES OF INCORPORATION OF
COLUMBUS SOUTHERN POWER COMPANY
BY THE BOARD OF DIRECTORS
The undersigned, Vice President and Assistant Secretary, of
Columbus Southern Power Company, an Ohio corporation, with its
principal office located in Columbus, Ohio, do hereby certify that
a meeting of the Board of Directors of said corporation was duly
called and held on the 6th day of March, 1992, at which meeting a
quorum of such Directors was present, and that at such meeting the
following Resolution of Amendment to Amended Articles of
Incorporation was duly adopted under authority of subdivision
(B)(l) of Ohio Revised Code Section 1701.70:
RESOLVED, that the Amended Articles of Incorporation of
Columbus Southern Power Company, dated and filed in the
office of the Secretary of State of the State of Ohio on
November 14, 1990, subsequently as amended, be further amended
by adding at the end of Article IV thereof, the following new
Divisions 13 and 14:
13. Subject to and in accordance with the
provisions of this Article IV, there is hereby created a
series of Cumulative Preferred Shares of the par value of
$100 per share which shall be designated "Cumulative
Preferred Shares, 7-7/8% Series" and shall consist of a
maximum of 500,000 Cumulative Preferred Shares of such
series. Shares of such series redeemed or otherwise
acquired by the Corporation shall be retired and shall
thereafter be authorized and unissued shares of
Cumulative Preferred Shares, with a par value of $100 per
share, without designation as to series.
14. The preferences, rights, restrictions or
qualifications and the description and terms of the
Cumulative Preferred Shares, 7-7/8% Series, in the
respects in which the shares of such series vary from
shares of other series of the Cumulative Preferred
Shares, $100 par value, shall be as follows:
(i) The annual dividend rate for such
series shall be 7-7/8% per share, per annum, which
dividend shall be calculated, per share, at such
percentage multiplied by $100, payable quarterly on
the first days of February, May, August and
November in each year with respect to the quarterly
period ending on the day preceding each such
respective payment date, and the date from which
dividends shall be cumulative on all shares of such
series issued prior to the record date for the
dividend payable May 1, 1992 shall be the date of
initial issuance of shares of such series.
(ii) Shares of such series may be redeemed
in whole or in part at any time by the Corporation,
at its option, by action of the Board of Directors,
at an optional redemption price of $107.88 per
share if redeemed on or prior to February 28, 1997
and thereafter at the following optional redemption
prices:
Optional
Redemption
Price
Redemption Date (Dates Inclusive) Per Share
March 1, 1997 to February 28, 1998 . . . . . . $105.25
March 1, 1998 to February 28, 1999 . . . . . . 104.73
March 1, 1999 to February 29, 2000 . . . . . . 104.20
March 1, 2000 to February 28, 2001 . . . . . . 103.68
March 1, 2001 to February 28, 2002 . . . . . . 103.15
March 1, 2002 to February 28, 2003 . . . . . . 102.63
March 1, 2003 to February 29, 2004 . . . . . . 102.10
March 1, 2004 to February 28, 2005 . . . . . . 101.58
March 1, 2005 to February 28, 2006 . . . . . . 101.05
March 1, 2006 to February 28, 2007 . . . . . . 100.53
and $100 per share, if redeemed on March 1, 2007 or
thereafter; provided, however, that no share of such
series shall be redeemed prior to March 1, 1997, if such
redemption is for the purpose or in anticipation of
refunding such share, directly or indirectly, through the
incurring of debt, or through the issuance of shares of
capital stock ranking equally with or prior to the
Cumulative Preferred Shares as to dividends or assets, if
such debt has an effective interest cost to the
Corporation (computed in accordance with generally
accepted financial practice), or such shares of capital
stock have an effective dividend cost to the Corporation
(so computed), of less than 7.95% per annum.
(iii) The preferential amounts to which the
holders of shares of such series shall be entitled
upon any voluntary liquidation, dissolution or
winding up of the affairs of the Corporation shall
be the then applicable optional redemption price
per share, as set forth in clause (ii) of this
Division 14, and in the event of any involuntary
liquidation, dissolution or winding up of the
affairs of the Corporation, $100 per share.
(iv)(1) A sinking fund shall be established
for the retirement of the shares of such series.
So long as there shall remain outstanding any
shares of such series, the Corporation shall, to
the extent permitted by law on May 1 in each year
commencing with the year 1998, redeem as and for a
sinking fund requirement, out of funds legally
available therefor, a number of shares equal to 5%
of the total number of shares initially classified
in Division 13 hereof, at a redemption price of
$100 per share plus accrued unpaid dividends to the
date of redemption. The sinking fund requirements
shall be cumulative so that if on any such May 1
the sinking fund requirement shall not have been
met, then such sinking fund requirement, to the
extent not met, shall become an additional sinking
fund requirement for the next succeeding May 1 on
which such redemption may be effected.
(2) The Corporation shall have the non-
cumulative option, on any sinking fund date as
provided in clause (iv)(1) of this Division 14, to
redeem at the sinking fund redemption price of $100
per share an additional number of shares equal to
not more than 5% of the total number of shares
initially classified in Division 13 hereof. No
redemption made pursuant to this clause (iv)(2)
shall be deemed to fulfill any sinking fund
requirement established pursuant to clause (iv)(1).
(3) The Corporation shall be entitled, at
its election, to credit against any sinking fund
requirement due on May 1 of any year pursuant to
clause (iv)(1) of this Division 14 shares of such
series theretofore purchased or otherwise acquired
by the Corporation and not previously credited
against any such sinking fund requirement.
(v) The shares of such series shall not
have any rights to convert the same into and/or
purchase shares of any other series or class or
other securities, or any special rights other than
those specified herein.
FURTHER RESOLVED, that a certificate signed by the
Chairman of the Board, the President, or a Vice President and
the Secretary or an Assistant Secretary of the Corporation,
containing a copy of this resolution and a statement of the
manner of its adoption, be filed in the Office of the
Secretary of State of the State of Ohio.
IN WITNESS WHEREOF, the undersigned Vice President and
Assistant Secretary of Columbus Southern Power Company, acting for
and on behalf of said corporation, have hereunto subscribed their
names and caused the seal of said corporation to be hereunto
affixed this 6th day of March, 1992.
COLUMBUS SOUTHERN POWER COMPANY
By__/s/ G. P. MALONEY_____________
Vice President
By__/s/ JEFFREY D. CROSS__________
Assistant Secretary
cspcocps.92\artamend.cps<PAGE>
<PAGE> Exhibit A-10
CERTIFICATE OF AMENDMENT
TO AMENDED ARTICLES OF INCORPORATION OF
OHIO POWER COMPANY
BY THE BOARD OF DIRECTORS
The undersigned, Vice President and Assistant Secretary, of
Ohio Power Company, an Ohio corporation, with its principal office
located in Canton, Ohio, do hereby certify that a meeting of the
Board of Directors of said corporation was duly called and held on
the 21st day of September, 1993, at which meeting a quorum of such
Directors was present, and that at such meeting the following
Resolution of Amendment to Amended Articles of Incorporation was
duly adopted under authority of subdivision (B)(l) of Ohio Revised
Code Section 1701.70:
RESOLVED, that Article Fourth of the Amended Articles of
Incorporation of Ohio Power Company, dated and filed in the
office of the Secretary of State of the State of Ohio on March
7, 1977, subsequently as amended, be further amended, by the
addition thereto of the following new paragraphs (41) and
(42), which new paragraphs shall read as follows:
(41) The Corporation hereby classifies $40,000,000 par
value of the Cumulative Preferred Stock ($100 non-voting) as
a series of such Cumulative Preferred Stock ($100 non-voting),
which shall be designated as "6.02% Cumulative Preferred
Stock", consisting of 400,000 shares of the par value of $100
per share.
(42) The preferences, rights, restrictions or
qualifications and the description and terms of the 6.02%
Cumulative Preferred Stock, in the respects in which the
shares of such series vary from shares of other series of the
Cumulative Preferred Stock, ($100 non-voting), shall be as
follows:
(a) The annual dividend rate for such series shall
be 6.02% per annum, which dividend shall be calculated,
per share, at such percentage multiplied by $100.
Dividends on all shares of said series issued prior to
the record date for the initial dividend payable on all
shares of such series shall be cumulative from the date
of initial issuance of the shares of such series.
(b) Such series shall not be subject to redemption
prior to October 1, 2003; the regular redemption price
for shares of such series shall be $100 per share on or
after October 1, 2003, plus an amount equal to accrued
and unpaid dividends to the date of redemption.
(c) The preferential amounts to which the holders
of shares of such series shall be entitled upon any
voluntary or involuntary liquidation, dissolution or
winding up of the Corporation shall be $100 per share,
plus an amount equal to accrued and unpaid dividends.
(d)(1) A sinking fund shall be established for
the retirement of the shares of such series. So long as
there shall remain outstanding any shares of such series,
the Corporation shall, to the extent permitted by law, on
December 1, 2003, and on each December 1 thereafter to
and including December 1, 2007, redeem as and for a
sinking fund requirement, out of funds legally available
therefor, a number of shares equal to 5% of the total
number of shares initially classified in Paragraph 41
hereof, at a sinking fund redemption price of $100 per
share plus accrued and unpaid dividends to the date of
redemption. The remaining shares of such series
outstanding on December 1, 2008 will be redeemed as a
final sinking fund requirement, to the extent permitted
by law, out of funds legally available therefor, on such
date at a sinking fund redemption price of $100 per share
plus accrued and unpaid dividends to the date of
redemption. The sinking fund requirement shall be
cumulative so that if on any such December 1 the sinking
fund requirement shall not have been met, then such
sinking fund requirement, to the extent not met, shall
become an additional sinking fund requirement for the
next succeeding December 1 on which such redemption may
be effected.
(2) The Corporation shall be entitled, at its
election, to credit against the sinking fund requirement
due on December 1 of any year pursuant to clause (d)(1)
of this Paragraph 42, shares of such series theretofore
purchased or otherwise acquired by the Corporation and
not previously credited against any such sinking fund
requirement.
(e) The shares of such series shall not have any
rights to convert the same into and/or purchase stock of
any other series or class or any other securities, or any
special rights other than those specified herein.
FURTHER RESOLVED, that a certificate signed by the
Chairman of the Board, the President, or a Vice President and
the Secretary or an Assistant Secretary of the Corporation,
containing a copy of this resolution and a statement of the
manner of its adoption, be filed in the Office of the
Secretary of State of the State of Ohio.
IN WITNESS WHEREOF, the undersigned Vice President and
Assistant Secretary of Ohio Power Company, acting for and on behalf
of said corporation, have hereunto subscribed their names and
caused the seal of said corporation to be hereunto affixed this 4th
day of October, 1993.
OHIO POWER COMPANY
By__/s/ G. P. MALONEY_____________
Vice President
By__/s/ JEFFREY D. CROSS__________
Assistant Secretary
opcocps.93b\artamend.cps
<PAGE>
<PAGE> Exhibit A-11
CERTIFICATE OF AMENDMENT
TO AMENDED ARTICLES OF INCORPORATION OF
OHIO POWER COMPANY
BY THE BOARD OF DIRECTORS
The undersigned, Vice President and Assistant Secretary, of
Ohio Power Company, an Ohio corporation, with its principal office
located in Canton, Ohio, do hereby certify that a meeting of the
Board of Directors of said corporation was duly called and held on
the 14th day of October, 1993, at which meeting a quorum of such
Directors was present, and that at such meeting the following
Resolution of Amendment to Amended Articles of Incorporation was
duly adopted under authority of subdivision (B)(l) of Ohio Revised
Code Section 1701.70:
RESOLVED, that Article Fourth of the Amended Articles of
Incorporation of Ohio Power Company, dated and filed in the
office of the Secretary of State of the State of Ohio on March
7, 1977, subsequently as amended, be further amended, by the
addition thereto of the following new paragraphs (43) and
(44), which new paragraphs shall read as follows:
(43) The Corporation hereby classifies $45,000,000 par
value of the Cumulative Preferred Stock ($100 voting) as a
series of such Cumulative Preferred Stock ($100 voting), which
shall be designated as "5.90% Cumulative Preferred Stock",
consisting of 450,000 shares of the par value of $100 per
share.
(44) The preferences, rights, restrictions or
qualifications and the description and terms of the 5.90%
Cumulative Preferred Stock, in the respects in which the
shares of such series vary from shares of other series of the
Cumulative Preferred Stock ($100 voting), shall be as follows:
(a) The annual dividend rate for such series shall
be 5.90% per annum, which dividend shall be calculated,
per share, at such percentage multiplied by $100.
Dividends on all shares of said series issued prior to
the record date for the initial dividend payable on all
shares of such series shall be cumulative from the date
of initial issuance of the shares of such series.
(b) Such series shall not be subject to redemption
prior to November 1, 2003; the redemption price for
shares of such series shall be $100 per share on or after
November 1, 2003, plus an amount equal to accrued and
unpaid dividends to the date of redemption.
(c) The preferential amounts to which the holders
of shares of such series shall be entitled upon any
voluntary or involuntary liquidation, dissolution or
winding up of the Corporation shall be $100 per share,
plus an amount equal to accrued and unpaid dividends.
(d)(1) A sinking fund shall be established for
the retirement of the shares of such series. So long as
there shall remain outstanding any shares of such series,
the Corporation shall, to the extent permitted by law, on
January 1, 2004, and on each January 1 thereafter to and
including January 1, 2008, redeem as and for a sinking
fund requirement, out of funds legally available
therefor, a number of shares equal to 5% of the total
number of shares initially classified in Paragraph 43
hereof, at a sinking fund redemption price of $100 per
share plus accrued and unpaid dividends to the date of
redemption. The remaining shares of such series
outstanding on January 1, 2009 will be redeemed as a
final sinking fund requirement, to the extent permitted
by law, out of funds legally available therefor, on such
date at a sinking fund redemption price of $100 per share
plus accrued and unpaid dividends to the date of
redemption. The sinking fund requirement shall be
cumulative so that if on any such January 1 the sinking
fund requirement shall not have been met, then such
sinking fund requirement, to the extent not met, shall
become an additional sinking fund requirement for the
next succeeding January 1 on which such redemption may be
effected.
(2) The Corporation shall be entitled, at its
election, to credit against the sinking fund requirement
due on January 1 of any year pursuant to clause (d)(1) of
this Paragraph 44, shares of such series theretofore
purchased or otherwise acquired by the Corporation and
not previously credited against any such sinking fund
requirement.
(e) The shares of such series shall not have any
rights to convert the same into and/or purchase stock of
any other series or class or any other securities, or any
special rights other than those specified herein.
FURTHER RESOLVED, that a certificate signed by the
Chairman of the Board, the President, or a Vice President and
the Secretary or an Assistant Secretary of the Corporation,
containing a copy of this resolution and a statement of the
manner of its adoption, be filed in the Office of the
Secretary of State of the State of Ohio.
IN WITNESS WHEREOF, the undersigned Vice President and
Assistant Secretary of Ohio Power Company, acting for and on behalf
of said corporation, have hereunto subscribed their names this 29th
day of October, 1993.
OHIO POWER COMPANY
By__/s/ G. P. MALONEY_____________
Vice President
By__/s/ JEFFREY D. CROSS__________
Assistant Secretary
opcocps.93b\artamend.2
<PAGE>
<PAGE> Exhibit F
614/223-1648
Securities and Exchange Commission
Office of Public Utility Regulation
450 Fifth Street, N.W.
Washington, D.C. 20549
January 31, 1994
Gentlemen:
With respect to the joint Application or Declaration on Form U-1 of
Appalachian Power Company, Columbus Southern Power Company and Ohio
Power Company (the "Companies"), relating to the issuance and sale
by the Companies, in one or more separate transactions through June
30, 1995, of cumulative preferred stock pursuant to their
respective charters, I wish to advise you as follows:
I am of the opinion that the Companies are corporations validly
organized and duly existing under the laws of the states in which
they were incorporated.
I am further of the opinion that, in the event that the proposed
transactions are consummated in accordance with said Application or
Declaration, as the same may be amended, and when the steps
referred to in the next following paragraph shall have been taken:
(a) all state laws applicable to the proposed transactions
will have been complied with;
(b) the cumulative preferred stock will be validly issued,
fully paid and non-assessable and the holders thereof
will be entitled to the rights and privileges
appertaining thereto set forth in the charter of the
applicable company; and
(c) consummation of the proposed transactions will not
violate the legal rights of the holders of any securities
issued by the Companies or any associate company thereof.
The steps to be taken which are referred to in the next preceding
paragraph consist of the following:
1. appropriate action by the Board of Directors of each of
the Companies with respect to the transactions described
in said Application or Declaration;
2. appropriate action by the various state utility
commissions described in Item 4 of the joint Application
or Declaration and by the Securities and Exchange
Commission in connection with the transactions described
in said Application or Declaration; and
3. issuance and sale of the cumulative preferred stock in
accordance with the governmental and corporate
authorizations aforesaid.
I hereby consent to the filing of this opinion as an exhibit to the
above-mentioned Application or Declaration.
Very truly yours,
/s/ T. G. Berkemeyer
Thomas G. Berkemeyer
Counsel for the Companies
TGB/mms
finance\opincoun.cps
<PAGE>
<PAGE> Exhibit H
UNITED STATES OF AMERICA
before the
SECURITIES AND EXCHANGE COMMISSION
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Release No. /February , 1994
:
In the Matter of :
:
APPALACHIAN POWER COMPANY :
40 Franklin Road :
Roanoke, VA 24022 :
:
COLUMBUS SOUTHERN POWER COMPANY :
215 North Front Street :
Columbus, OH 43215 :
:
OHIO POWER COMPANY :
301 Cleveland Avenue, S.W. :
Canton, OH 44702 :
:
(70- ) :
________________________________________:
NOTICE OF PROPOSED ISSUANCE AND SALE OF CUMULATIVE PREFERRED STOCK
Appalachian Power Company ("APCo"), Columbus Southern Power Company
("I&M") and Ohio Power Company ("OPCo") (collectively, the
"Companies"), electric utility subsidiaries of American Electric
Power Company, Inc. ("American"), a registered holding company,
have filed with this Commission an Application or Declaration
pursuant to Section 12(c) of the Public Utility Holding Company Act
of 1935 (the "Act") and Rule 42 thereunder.
APCo, CSPCo and OPCo each propose, subject to the receipt of
appropriate authorization, to issue cumulative preferred stock in
the amounts of $30,000,000, $25,000,000 and $85,000,000,
respectively. With respect to such cumulative preferred stock, the
Companies seek authorization to acquire through the operation of a
sinking fund or pursuant to a redemption provision up to the entire
amount of cumulative preferred stock to be issued in connection
with their respective long-term financing programs.
The Application or Declaration and any amendments thereto are
available for public inspection through the Commission's Office of
Public Reference. Interested persons wishing to comment or request
a hearing should submit their views in writing by February , 1994
to the Secretary, Securities and Exchange Commission, Washington,
D.C. 20549, and serve a copy on the applicants at the addresses
specified above. Proof of service (by affidavit or, in case of any
attorney at law, by certificate) should be filed with the request.
Any request for a hearing shall identify specifically the issues of
fact or law that are disputed. A person who so requests will be
notified of any hearing, if ordered, and will receive a copy of any
notice or order issued in this matter. After said date, the
Application or Declaration, as filed or as it may be amended, may
be permitted to become effective.
For the Commission, by the Office of Public Utility Regulation,
pursuant to delegated authority.
Jonathan G. Katz
Secretary
finance\notice.cps
