File No. 70-8347
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
AMENDMENT NO. 2
TO
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>
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"), hereby amend their Application or Declaration in File
No. 70-8347 as follows:
1. By amending and restating the third sentence of the first
paragraph of ITEM 1. DESCRIPTION OF PROPOSED TRANSACTION as
follows:
"CSPCo proposes to issue and sell, in one or more
transactions from time to time through June 30, 1995, up
to $100,000,000 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."
2. By amending and restating the last three paragraphs of
ITEM 1. DESCRIPTION OF PROPOSED TRANSACTION as follows:
"The terms of the cumulative preferred stock may
provide that (i) the cumulative preferred stock is not
redeemable for a period ending on a date occurring up to
15 years following the date of its issuance or (ii) the
cumulative preferred stock would not be redeemable for a
period of up to 15 years if the monies for such
redemption are obtained by the Companies through a
borrowing or issuance of stock at an effective interest
rate or dividend cost to the Companies of less than the
dividend rate per annum of such cumulative preferred
stock. After the expiration of such non-redemption or
non-refunding period, as the case may be, such cumulative
preferred stock may be redeemable at the Companies'
option at a price per share equal to the stated value
thereof together with accrued dividends to the date of
redemption, plus up to 100% of the dividend rate,
declining annually on a straight-line or other formula
basis until arriving at the stated value thereof, and
thereafter at the stated value thereof. The Companies
will not exercise any right of optional redemption by
using the proceeds of any new issue of securities unless
the estimated present value savings (derived from the net
difference between interest or dividend payments on a new
issue of comparable securities and on the cumulative
preferred stock to be redeemed) is, on an after-tax
basis, greater than the present value of all redemption
and issuing costs, assuming an appropriate discount rate.
In addition, the cumulative preferred stock may be
subject to a sinking fund which may require that
beginning after the expiration of a non-redemption or
non-refunding period, the Companies annually redeem at a
price per share equal to the stated value thereof,
together with accrued dividends to the date of
redemption, a number of shares of the cumulative
preferred stock equal to between 5% and 20% of the number
of shares of the cumulative preferred stock initially
issued, and may, at its option, redeem on any such date
an additional equivalent amount of the cumulative
preferred stock (sometimes referred to as a 'double up'
option). The cumulative preferred stock may also be
subject to a final balloon sinking fund payment which
would require the Companies to redeem at a price per
share equal to the stated value thereof, together with
accrued dividends to the date of redemption, a number of
shares of the cumulative preferred stock of up to 80% of
the number issued.
The Companies will obtain the funds necessary for
any such redemption from any or all of the following:
internally generated funds, the borrowing or issuance of
stock or debt or the infusion of capital from the
Companies' parent company. The Companies are not seeking
any approval of the Commission regarding the manner in
which they may obtain the funds necessary for any such
redemption."
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: March 8, 1994
finance\amend#2.cps
