<PAGE> Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Ohio Power Company
(Exact name of registrant as specified in its charter)
Ohio 31-4271000
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
301 Cleveland Avenue S.W.
Canton, Ohio 44701
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 216-456-8173
G. P. MALONEY, Executive Vice President
AMERICAN ELECTRIC POWER SERVICE CORPORATION
1 Riverside Plaza
Columbus, Ohio 43215
(Name and address of agent for service)
It is respectfully requested that the Commission send copies
of all notices, orders and communications to:
Simpson Thacher & Bartlett Winthrop, Stimson, Putnam & Roberts
425 Lexington Avenue One Battery Park Plaza
New York, N.Y. 10017-3909 New York, N.Y. 10004-1490
Attention: James M. Cotter Attention: Donald L. Medlock
Approximate date of commencement of proposed sale to the public:
At such time or times after the effective date of the
Registration Statement as the registrant shall determine.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. [ ]
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, please check the following box. [X]
CALCULATION OF REGISTRATION FEE
<TABLE>
Title of Proposed
Each Class Maximum Proposed
of Offering Maximum
Securities Amount Price Aggregate Amount of
to be to be Per Offering Registration
Registered Registered Unit** Price** Fee
<S> <C> <C> <C> <C>
Cumulative
Preferred
Stock, $100
par value* 700,000* $100 $70,000,000 $24,138
</TABLE>
*The Company may issue an equivalent dollar amount of Cumulative
Preferred Stock, $25 par value, as an alternative to issuing some
or all of the Cumulative Preferred Stock, $100 par value. In any
event the total dollar amount of the par value of shares to be
issued pursuant to this Registration Statement will not exceed
$70,000,000.
**Estimated solely for purpose of calculating the registration
fee.
The registrant hereby amends this registration statement on
such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment which
specifically states that this registration statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, or until the registration statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
The Prospectus herein also relates to Registration Statement No.
33-50139 pursuant to Rule 429.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR
AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE
ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY
SALE OF THESE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
SUBJECT TO COMPLETION, DATED APRIL 14, 1994
PROSPECTUS
Ohio Power Company
$85,000,000
Cumulative Preferred Stock
Ohio 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 850,000 shares of its Cumulative
Preferred Stock of the par value of $100 (the "$100 Voting
Preferred") or up to an aggregate of 850,000 shares of its
Cumulative Preferred Stock, $100 Non-Voting of the par value of
$100 (the "$100 Non-Voting Preferred"), or up to an aggregate of
3,400,000 shares of its Cumulative Preferred Stock, $25 Non-
Voting of the par value of $25 (the "$25 Non-Voting Preferred").
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 $85,000,000. 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 April , 1994
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., where reports and other information
concerning the Company may also be inspected.
DOCUMENTS INCORPORATED BY REFERENCE
The following document filed by the Company with the SEC is
incorporated in this Prospectus by reference:
-- The Company's Annual Report on Form 10-K for the year
ended December 31, 1993.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date
of this Prospectus and prior to the termination of the offering
made by this Prospectus shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the
date of filing of such documents.
Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other
subsequently filed document which is deemed to be incorporated by
reference herein or in a Prospectus Supplement modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to
whom a copy of this Prospectus has been delivered, 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
657,000 customers in the northwestern, east central, eastern and
southern sections of Ohio, and in supplying electric power at
wholesale to other electric utility companies and municipalities.
Its principal executive offices are located at 301 Cleveland
Avenue, S.W., Canton, Ohio 44701 (telephone
number: 216-456-8173). The Company is a subsidiary of American
Electric Power Company, Inc. ("AEP") and is a part of the
American Electric Power integrated utility system (the "AEP
System"). The executive offices of AEP are located at 1
Riverside Plaza, Columbus, Ohio 43215 (telephone
number: 614-223-1000).
USE OF PROCEEDS
The Company proposes to use the proceeds from the sale of
the new Preferred Stock to refund, directly or indirectly,
preferred stock and to the extent internally generated funds are
insufficient, to fund its construction program, or to repay
short-term indebtedness incurred to refund preferred stock or to
fund its construction program. The Company's Cumulative
Preferred Stock ($100 voting) 7.60% Series (350,000 shares
outstanding) may be redeemed at its regular redemption price of
$102.26 per share; the Company's Cumulative Preferred Stock ($100
voting) 8.04% Series (150,000 shares outstanding) may be redeemed
at its regular redemption price of $102.58 per share; the
Company's Cumulative Preferred Stock ($100 voting) 7-6/10% Series
(350,000 shares outstanding) may be redeemed at its regular
redemption price of $102.11 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. The Company has
estimated that its consolidated construction costs (inclusive of
allowance for funds used during construction) during 1994 will be
approximately $170,400,000. At March 31, 1994, the Company had
approximately $10,300,000 of short-term unsecured indebtedness
outstanding.
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 1989 through 1993.
Year Ended Ratio
December 31, 1989 2.91
December 31, 1990 2.50
December 31, 1991 2.40
December 31, 1992 2.30
December 31, 1993 2.63
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 Incorporation of the Company. The Cumulative
Preferred Stock of the Company consists of the following: the
$100 Voting Preferred, the $100 Non-Voting Preferred and the $25
Non-Voting Preferred. A copy of the form of Certificate of
Amendment with respect to the new Preferred Stock is filed as an
exhibit to the Registration Statement. References to paragraphs
are to Article Fourth of such Amended Articles of Incorporation.
The statements herein concerning the Cumulative Preferred Stock
(including the new Preferred Stock), the Amended Articles of
Incorporation and the form of Certificate 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 $100 Voting Preferred, the
$100 Non-Voting Preferred or the $25 Non-Voting Preferred 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 an amount equal to the par value
per share on involuntary liquidation, plus an amount equal to
accrued unpaid dividends, (e) be entitled to an amount set forth
in such Prospectus Supplement on voluntary liquidation, plus an
amount equal to accrued unpaid dividends and (f) if applicable,
be entitled to a sinking fund or mandatory redemption 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 and the Co-Transfer Agent and Co-
Registrar will be The Huntington National Bank, Huntington
Center, Columbus, Ohio 43287.
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 March
1, June 1, September 1 and December 1 to stockholders of record
not more than 30 and not less than 10 days preceding such dates
as fixed by the Board of Directors. For each series of the new
Preferred Stock, dividends will accrue from the date of issue of
the series, and the initial quarterly dividend payment date will
be set forth in a Prospectus Supplement. No dividends may be
declared on any series of the Cumulative Preferred Stock in
respect of any quarter-yearly dividend period unless
proportionate dividends are likewise declared on all shares of
all other series of the Cumulative Preferred Stock to the extent
that such shares are entitled to receive dividends for such
quarter-yearly dividend period. (See Paragraph (2).) If
dividends payable on the Cumulative Preferred Stock are in
default, no shares of Cumulative Preferred Stock may be redeemed,
purchased or otherwise acquired by the Company (except by
redemption, purchase or acquisition of all outstanding shares of
Cumulative Preferred Stock) unless such redemption, purchase or
acquisition has been ordered, permitted or approved 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 percent of the net
income available for dividends on Common Stock (less any
Depreciation Deficiency, as defined) of the Company for the 12
full calendar months immediately preceding the month in which
such dividend is declared if Common Stock Equity, as defined, is
or would become less than 20 percent of total capitalization, as
defined, or (b) 75 percent of the net income available for
dividends on Common Stock (less any Depreciation Deficiency, as
defined) for the 12 full calendar months immediately preceding
the month in which such dividend is declared if Common Stock
Equity is or would become less than 25 percent but not less than
20 percent of total capitalization. (See Paragraph (5).) Unless
dividends on all outstanding shares of each series of Cumulative
Preferred Stock shall have been paid for all past quarter-yearly
periods, no dividend or other distribution may be declared or
paid or made on the Common Stock, and no Common Stock may be
purchased or otherwise acquired for value by the Company. (See
Paragraph (2).) During any period when the Company is in default
as to any obligation with respect to any sinking fund for any
series of the Cumulative Preferred Stock, no dividend or other
distribution may be declared or paid or made on the Common Stock
and no Common Stock may be purchased or otherwise acquired for
value by the Company, unless all of the Cumulative Preferred
Stock is redeemed, purchased or otherwise acquired by the Company
or unless such dividend or distribution, purchase or acquisition
shall have been approved by the SEC or a successor regulatory
authority. (See Paragraph (2).) See clause (c) of the third
paragraph under "Voting Rights" below for information with
respect to another restriction on the payment of Common Stock
dividends.
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 Indenture of Mortgage and Deed
of Trust, dated October 1, 1938, as heretofore amended and
supplemented, relating to outstanding series of the Company's
first mortgage bonds, under which Chemical Bank, New York, New
York, is acting as Trustee (the "Mortgage"), its debenture
agreement, charter provisions and orders of regulatory
authorities. At December 31, 1993, the Company's consolidated
retained earnings amounted to $474,500,000, of which
approximately $156,500,000 were so restricted. (See "Recent
Developments" herein.)
Redemption of the New Preferred Stock
See the Prospectus Supplement.
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 new Preferred Stock by
the Company while there is any arrearage in sinking fund
installments.
Voting Rights
Holders of the $100 Voting Preferred and holders of the
Common Stock have one vote for each share of such stock, for the
election of directors and upon all other matters. Holders of the
$100 Non-Voting Preferred and the $25 Non-Voting Preferred
generally are not entitled to vote, except in proceedings as to
which their vote is required by Ohio law, and except that in the
following circumstances the holders of the Cumulative Preferred
Stock shall be entitled to vote as a class, with the holders of
the $100 Voting Preferred and the $100 Non-Voting Preferred
entitled to cast one vote, and the holders of the $25 Non-Voting
Preferred entitled to cast one-quarter of one vote, for each such
share held:
If and when dividends payable on the Cumulative
Preferred Stock shall be in default in an amount
equivalent to four full quarter-yearly dividends on all
shares of all series of the Cumulative Preferred Stock
then outstanding, and until all dividends in default on
the Cumulative Preferred Stock shall have been paid,
the holders of all shares 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 full Board of
Directors, and the holders of the Common Stock, voting
separately as a class, shall be entitled to elect the
remaining directors. (See Paragraph (9)(B).) The
special voting rights of holders of the Cumulative
Preferred Stock cease upon payment of all dividends on
the Cumulative Preferred Stock then in default. (See
Paragraph (9)(C).)
The consent of holders of at least two-thirds of the total
number of votes which holders of shares of Cumulative Preferred
Stock then outstanding are entitled to cast, voting together for
such purpose as a single class, is required (a) to increase the
total authorized amount of the Cumulative Preferred Stock, (b) to
create or authorize any stock ranking prior to the Cumulative
Preferred Stock as to dividends or assets or issue any shares of
any such prior ranking stock more than twelve months after the
date as of which the Company was empowered to create or authorize
such prior ranking stock, or (c) 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. Under clause (c), if less
than all series are substantially prejudiced, only the consent of
the holders of two-thirds of the total number of votes which
holders of shares of each series so affected are entitled to cast
is required, voting for such purpose as a single class. (See
Paragraph (7)(A).)
The consent of the holders of a majority of the total number
of votes which holders of shares of Cumulative Preferred Stock
then outstanding are entitled to cast, voting together for such
purpose as a single class, is required prior to any of the
following corporate actions:
(a) merger or consolidation with or into any other
corporation, or sale or disposition of all or substantially
all of the Company's assets, unless such action has been
approved by the SEC;
(b) the issue or assumption of unsecured debt
securities, as defined (for purposes other than the
reacquisition, redemption or retirement of evidences of
indebtedness theretofore 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, as
defined (other than the principal amount of all long-term
unsecured debt securities, as defined, not in excess of 10
percent of the capitalization of the Company, as defined),
issued or assumed by the Company and then outstanding would
exceed 10 percent of the capitalization of the Company; and
(c) the issue, sale or other disposition of any shares
of the Cumulative Preferred Stock or of any other class of
stock ranking prior to or on a parity with the Cumulative
Preferred Stock as to dividends or distributions unless
(i) 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 less any Depreciation Deficiency,
as defined, for such period) shall have been at least equal
to twice the annual dividend requirements on all outstanding
shares of the Cumulative Preferred Stock and of such prior
or parity stock then to be outstanding, including the shares
proposed to be issued; (ii) 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 annual interest
charges on all interest bearing indebtedness of the Company
and the annual dividend requirements on all outstanding
shares of Cumulative Preferred Stock and of such prior or
parity stock then to be outstanding, including the shares
proposed to be issued; and (iii) 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 not be less than the amount payable upon the
involuntary dissolution, liquidation or winding up of the
Company to the holders of the Cumulative Preferred Stock and
of such prior or parity 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 clause (iii). (See
Paragraph (7)(B).)
Whenever the consent of the holders of any class of
Cumulative Preferred Stock, voting as a single class, is required
for the adoption of any amendment to the Amended Articles of
Incorporation by any provision of law, the consent of the holders
of at least a majority of the total outstanding shares of such
class is required for such purpose. (See Paragraph (9)(A).)
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 all creditors of the Company, the
holders of the Cumulative Preferred Stock have the 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 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).)
Pre-emptive and Conversion Rights
Holders of the Cumulative Preferred Stock have no pre-
emptive right to purchase any shares of any stock issued by the
Company, or any right to convert their shares into any other
securities of the Company. (See Paragraph (8).)
RECENT DEVELOPMENTS
Clean Air Act Amendments
Reference is made to pages 20, 21, 27 through 31 of the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993, for a discussion of the Clean Air Act
Amendments of 1990 ("CAAA") and the Company's compliance plan.
On November 25, 1992, The Public Utilities Commission of
Ohio ("PUCO") approved a CAAA compliance plan of the Company
under an Ohio law that provides for PUCO review of compliance
plans. The law provides that implementation of a compliance plan
the PUCO approves, after determining it to be the least-cost
approach, would be deemed a prudent management decision for
subsequent PUCO rate proceedings. The actual rate treatment of
costs associated with the compliance plan will be determined in a
future rate case. On March 30, 1994, the Supreme Court of Ohio
upheld the PUCO approval.
The compliance plan sets forth, as part of an AEP System
least-cost strategy, compliance measures for the AEP System's
affected generating units including the installation of a flue
gas desulfurization (scrubber) system ("FGD System") at the
Company's Gavin Plant in early 1995. In order to lower the cost
of compliance, the plan proposed to lease the FGD System. The
plan also provides for the Gavin Plant to burn Ohio high-sulfur
coal provided, in part, by the Company's affiliated Meigs mine
which will operate at a reduced capacity and, in part, by new
long-term contracts with unaffiliated sources and spot market
purchases.
Under the terms of the compliance plan, the Company's
Muskingum River Unit 5 will switch to low-sulfur coal by 1995 and
Kammer Units 1-3 will switch to moderate sulfur coal. The PUCO
also indicated that management should take steps to have Cardinal
Unit 1 available for fuel switching for Phase I compliance. The
PUCO is examining in the Company's current fuel clause proceeding
whether it would be a lower-cost alternative to fuel-switch
Cardinal Unit 1 in Phase I rather than Phase II as specified in
the Company's compliance plan. Six additional units of the
Company are subject to Phase I rules, but no operating or fuel
changes are planned, because the Company will hold emission
allowances sufficient for compliance.
Since the approved plan reflects fuel switching to comply at
the Company's Muskingum River Plant and Cardinal Unit 1, mining
operations at the Company's wholly-owned coal-mining
subsidiaries, Central Ohio Coal Company and Windsor Coal Company,
could be shut down. Central Ohio Coal Company and Windsor Coal
Company supply coal to Muskingum River Plant and Cardinal Plant,
respectively. The current plan for Central Ohio Coal Company
provides for continuing at the current operating level until mid-
1994, and then reducing to approximately a 50% operating level
until 1999. The cost of affiliated mine shutdowns would be
substantial. Shutdown costs for Central Ohio Coal Company and
Windsor Coal Company include investments in the mines, leased
asset buy-outs, reclamation and employee benefits and were
estimated to be approximately $250,000,000 at December 31, 1993.
Management expects to recover costs of compliance with the CAAA
from ratepayers. Lack of recovery of the cost of CAAA
compliance, including the lease cost of the FGD System and the
investment in and cost of closing affected affiliated mining
operations, could materially adversely affect the Company's
results of operations and financial condition.
In August 1992 the Company signed a stipulation agreement
with the PUCO staff and the Ohio Consumers' Counsel which
provides that, among other things, the recoverable cost of the
Gavin scrubbers is not to exceed $815,000,000. The scrubbers are
currently under construction. Management expects that the cost
of the scrubbers will be at least 10% less than this amount.
In September 1992 the Company entered into an agreement for
the lease of the FGD System with JMG Funding, Limited
Partnership, an unaffiliated entity. Under the terms of the
agreement for lease, the Company, as agent for JMG, will build
the FGD System and upon completion, subject to certain
conditions, will lease the FGD System from JMG. The agreement
for lease provides for JMG to pay the cost of construction. The
lease will be accounted for as an operating lease. On December
9, 1993, the PUCO approved the terms of the lease agreement.
In addition, the stipulation agreement provided for, among
other things, a predetermined price of $1.64 per million Btu's
for coal consumed by the Company at four of its generating
stations for a three year period ended November 30, 1994; a
subsequent 15-year predetermined price of $1.575 per million
Btu's for coal consumed at the Company's 2,600 megawatt two-unit
Gavin Plant, with quarterly price adjustments. After November
30, 2009, the price that the Company could recover for coal from
its affiliated Meigs mine will be limited to the lower of cost or
the then-current market price. The predetermined prices will
provide the Company with an opportunity to accelerate recovery of
its investment in and the liabilities of the Meigs mining
operation attributable to its Ohio jurisdiction to the extent the
actual cost of coal burned at the four plants is below the
predetermined prices. On March 30, 1994, the Supreme Court of
Ohio upheld the decision of the PUCO.
The Company has restructured the Meigs mining operation to
operate at a reduced level of production. As a result, the
Company will purchase replacement coal under long-term contracts
and on the spot market. It is expected that the replacement coal
will be at prices below the Meigs production costs. Management
reviewed the potential impact of the stipulation and
restructuring to determine the Company's ability to recover the
cost of the Meigs mining operation. Based on the estimated
future cost of coal for the Gavin Plant, management believes that
the Company should be able to recover the Ohio jurisdictional
cost of its Meigs mining operation under the terms of the
stipulation agreement.
Other Coal Mining Litigation
Reference is made to page 43 of the Annual Report on Form
10-K of the Company for the fiscal year ended December 31, 1993.
On April 8, 1994, the United States Court of Appeals for the
Sixth Circuit reversed the judgment of the United States District
Court for the Southern District of Ohio which had granted a
preliminary injunction to Southern Ohio Coal Company preventing
the United States Environmental Protection Agency and the Federal
Office of Surface Mining, Reclamation and Enforcement from
interfering with removal of water from Meigs Mine No. 31. The
Court of Appeals remanded the case to the District Court with
instructions to dismiss it for lack of jurisdiction.
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 in this Prospectus by reference from the
Company's Annual Report on Form 10-K have been audited by
Deloitte & Touche, independent auditors, as stated in their
reports, which are incorporated herein by reference, and have
been so incorporated in reliance upon the reports of such firm
given upon their authority as experts in accounting and auditing.
PLAN OF DISTRIBUTION
The Company may sell the 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 severally by the underwriters for their
own accounts 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 underwriter(s) 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 is 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 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.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS.
Item 14. Other Expenses of Issuance and Distribution.*
Estimation based upon the issuance of all of the new
Preferred Stock in one issuance:
Securities and Exchange Commission
Filing Fees $ 24,138
State Filing and Recordation fees and
expenses 5,000
Printing Registration Statement,
Prospectus, etc. 25,000
Printing and Engraving Stock Certificates 10,000
Independent Auditors' fees 15,000
Charges of Transfer Agent and Registrar 3,500
Legal fees 56,000
Rating Agency fees 40,250
Miscellaneous expenses 20,000
Total $198,888
* Estimated, except for filing fees.
Item 15. Indemnification of Directors and Officers.
Section 1701.13(E) of the Ohio Revised Code gives a
corporation incorporated under the laws of Ohio power to indemnify
any person who is or has been a director, officer or employee of
that corporation, or of another corporation at the request of that
corporation, against expenses actually and reasonably incurred by
him in connection with any pending, threatened or completed action,
suit or proceeding, criminal or civil, to which he was, is or may
be made a party because of being or having been such director,
officer or employee, provided, in connection therewith, that such
person is determined to have acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the corporation, that, in the case of an action or suit by or in
the right of the corporation, (i) no negligence or misconduct shall
have been adjudged unless a court determines that such person is
fairly and reasonably entitled to indemnity, and (ii) the action or
suit is not one in which the only liability asserted against a
director is pursuant to Section 1701.95 of the Ohio Revised Code,
which relates to unlawful loans, dividends and distributions of
assets, and that, in the case of a criminal matter, such person is
determined to have had no reasonable cause to believe that his
conduct was unlawful. Section 1701.13(E) further provides that to
the extent that such person has been successful on the merits or
otherwise in defense of any such action, suit, or proceeding, or in
defense of any claim, issue or matter therein, he shall be
indemnified against expenses, including attorneys' fees, actually
and reasonably incurred by him in connection therewith. Section
1701.13(E) further provides that unless a corporation has
specifically elected to the contrary in its articles of
incorporation or code of regulations and unless the only liability
asserted against a director is pursuant to Section 1701.95,
expenses incurred by a director in defending such an action, suit
or proceeding shall be paid by the corporation as they are incurred
in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking (i) to repay such amounts
if it is proved by clear and convincing evidence in a court of
competent jurisdiction that such director acted, or failed to act,
with deliberate intent to cause injury to the corporation or with
reckless disregard for the best interests of the corporation and
(ii) reasonably to cooperate with the corporation concerning said
action, suit or proceeding. Section 1701.13(E) also provides that
the indemnification thereby permitted shall not be exclusive of any
other rights that directors, officers or employees may have,
including rights under insurance purchased by the corporation. The
Company's Code of Regulations provides for the indemnification of
directors and officers of the Company to the fullest extent
permitted by law.
The above is a general summary of certain provisions of the
Company's Code of Regulations and of the Ohio Revised Code and is
subject in all cases to the specific and detailed provisions of the
Company's Code of Regulations and the Ohio Revised Code.
Reference is made to the Purchase Contract filed as Exhibit 1
hereto, which provides for indemnification of the Company, certain
of its directors and officers, and persons who control the Company,
under certain circumstances.
The Company maintains insurance policies insuring its
directors and officers against certain obligations that may be
incurred by them.
Item 16. Exhibits.
Reference is made to the information contained in the Exhibit
Index filed as a part of this Registration Statement.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration statement;
Provided, however, that (i) and (ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(4) That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by
reference in this registration statement shall be deemed to be
a new registration statement relating to the new Preferred
Stock, and the offering thereof at that time shall be deemed
to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrant
pursuant to the laws of the State of Ohio, the registrant's
Code of Regulations, or otherwise, the registrant has been
advised that in the opinion of the SEC such indemnification is
against public policy as expressed in said Act and is,
therefore, unenforce-able. In the event that a claim for
indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the new Preferred Stock, the registrant will,
unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
said Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Columbus and State of Ohio, on the 14th day of April, 1994.
OHIO POWER COMPANY
By: E. Linn Draper, Jr.*
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
(i) Principal Executive
Officer Chairman of the Board
and Chief Executive
E. Linn Draper, Jr.* Officer April 14, 1994
(ii) Principal Financial
Officer:
G. P. Maloney Vice President April 14, 1994
(iii) Principal Accounting
Officer:
P. J. DeMaria* Treasurer April 14, 1994
(iv) A Majority of the
Directors:
P. J. DeMaria*
A. Joseph Dowd*
E. Linn Draper, Jr.*
C. A. Erikson*
Henry Fayne*
Wm. J. Lhota*
G. P. Maloney
James J. Markowsky* April 14, 1994
*By_/s/ G. P. Maloney__
(G. P. Maloney, Attorney-in-Fact)
EXHIBIT INDEX
Certain of the following exhibits, designated with an asterisk
(*), are filed herewith. The exhibits not so designated have
heretofore been filed with the Commission and, pursuant to 17
C.F.R. Sec. 201.24 and Sec. 230.411, are incorporated herein by
reference to the documents indicated following the descriptions of
such exhibits.
Exhibit No. Description
*1 -- Copy of proposed form of Purchase Contract for the
new Preferred Stock.
4(a) -- Copy of Amended Articles of Incorporation of the
Company, as amended, to April 6, 1993 [Registration
Statement No. 33-50139, Exhibit 4(a)].
*4(b) -- Copy of Certificates of Amendment to the Amended
Articles of Incorporation of the Company, dated
October 4, 1993 and October 28, 1993
*4(c) -- Copy of proposed form of Certificate of Amendment
determining terms of new Preferred Stock.
*5 -- Opinion of Simpson Thacher & Bartlett with respect
to the new Preferred Stock.
12 -- Statement re Computation of Ratios [Annual Report on
Form 10-K of the Company for the fiscal year ended
December 31, 1993, File No. 1-6543, Exhibit 12].
*23(a) -- Consent of Deloitte & Touche, dated April 14, 1994.
23(b) -- Consent of Simpson Thacher & Bartlett (included in
Exhibit 5 filed herewith).
*24 -- Powers of Attorney and resolutions of the Board of
Directors of the Company.
Exhibit 1
OHIO POWER COMPANY
Purchase Contract
Dated ____________, ____
AGREEMENT made between OHIO POWER COMPANY, a corporation
organized and existing under the laws of the State of Ohio (the
Company), and __________________________________________________
(the Purchaser).
WITNESSETH:
WHEREAS, the Company proposes to issue and sell __________
shares of its ______% Cumulative Preferred Stock ($______ Non-
Voting), with a par value of $______per share, (the Stock); and
WHEREAS, the Company has prepared and filed, in accordance
with the provisions of the Securities Act of 1933 (the Act), with
the Securities and Exchange Commission (the Commission), a
registration statement and prospectus relating to the Stock and
such registration statement has become effective; and
WHEREAS, such registration statement, as it may have been
amended through the time the same first became effective (the
Effective Date), including the financial statements, the documents
incorporated or deemed incorporated therein by reference, and
exhibits, being herein called the Registration Statement and the
prospectus as supplemented relating to the Stock, including the par
value of the Stock, the price and terms of the offering, the
dividend rate, the sinking fund terms, the redemption prices and
certain information relating to the Purchaser of the Stock first
filed with, or mailed for filing to, the Commission pursuant to
Rule 424(b) of the Commission's General Rules and Regulations under
the Act, including all documents then incorporated or deemed to
have been incorporated therein by reference, being herein called
the Prospectus.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein contained, it is agreed between the parties
as follows:
1. Purchase and Sale: Upon the basis of the warranties and
representations and on the terms and subject to the conditions
herein set forth, the Company agrees to sell to the Purchaser and
the Purchaser agrees to purchase from the Company, at the price of
$______ per share, __________ shares of Stock, which the Purchaser
agrees will be offered to the public at an initial public offering
price equal to $______ per share. The Company agrees to pay to the
Purchaser $______ per share as compensation.
2. Payment and Delivery: Payment for the Stock shall be
made to the Company or its order by certified or bank check or
checks, payable in New York Clearing House funds at the office of
Simpson Thacher & Bartlett, 425 Lexington Avenue, New York, New
York 10017-3909, or at such other place as the Company and the
Purchaser shall mutually agree in writing, upon the delivery of the
Stock to the Purchaser against receipt therefor signed by the
Purchaser. The Company contemporaneously will pay to the Purchaser
against receipt therefor the compensation of the Purchaser by
certified or bank check or checks payable in New York Clearing
House funds at said office. Such payments and delivery shall be
made at 10:00 A.M., New York Time, on __________________ (or on
such later business day, not more than five business days
subsequent to such day, as may be designated by the Company). The
time at which payment and delivery are to be made is herein called
the Time of Purchase.
Delivery of the certificates for the Stock shall be made in
definitive form registered in such names and denominations as the
Purchaser may request in writing to the Company not later than
three full business days prior to the Time of Purchase, or if no
such request is received, in the name of the Purchaser in
denominations selected by the Company. If the Purchaser shall
request that any certificates be issued in a name other than that
of the Purchaser, the Purchaser shall pay any transfer taxes
resulting from such issuance.
The Company agrees to make such certificates available for
inspection by the Purchaser at the office of First Chicago Trust
Company of New York, ___________________________________________,
at least 20 hours prior to the Time of Purchase.
3. Conditions of Purchaser's Obligations: The obligations
of the Purchaser hereunder are subject to the accuracy of the
warranties and representations on the part of the Company and to
the following other conditions:
(a) That all legal proceedings to be taken and all
legal opinions to be rendered in connection with
the issue and sale of the Stock shall be
satisfactory in form and substance to Winthrop,
Stimson, Putnam & Roberts, counsel to the
Purchaser.
(b) That, at the Time of Purchase, the Purchaser shall
be furnished with the following opinions, dated the
day of the Time of Purchase, with such changes
therein as may be agreed upon by the Company and
the Purchaser with the approval of Winthrop,
Stimson, Putnam & Roberts, counsel to the
Purchaser:
(1) Opinion of Simpson Thacher & Bartlett, of New
York, New York, counsel to the Company,
substantially in the form heretofore made
available to the Purchaser;
(2) Opinion of Winthrop, Stimson, Putnam &
Roberts, of New York, New York, counsel to the
Purchaser, substantially in the form
heretofore made available to the Purchaser.
(c) That the Purchaser shall have received a letter
from Deloitte & Touche in form and substance
satisfactory to the Purchaser, dated as of the day
of the Time of Purchase, (i) confirming that they
are independent public accountants within the
meaning of the Act and the applicable published
rules and regulations of the Commission thereunder,
(ii) stating that in their opinion the financial
statements audited by them and included or
incorporated by reference in the Registration
Statement complied as to form in all material
respects with the then applicable accounting
requirements of the Commission, including the
applicable published rules and regulations of the
Commission and (iii) covering as of a date not more
than five business days prior to the day of the
Time of Purchase such other matters as the
Purchaser reasonably requests.
(d) That no amendment to the Registration Statement and
that no prospectus or prospectus supplement of the
Company (other than the Prospectus or amendments,
prospectuses or prospectus supplements relating
solely to securities other than the Stock) and no
document which would be deemed incorporated in the
Prospectus by reference filed subsequent to the
date hereof and prior to the Time of Purchase shall
contain material information substantially differ-
ent from that contained in the Registration
Statement which is unsatisfactory in substance to
the Purchaser or unsatisfactory in form to
Winthrop, Stimson, Putnam & Roberts, counsel to the
Purchaser.
(e) That, at or before 8 P.M. New York Time on the
first full business day after the date hereof, or
at such later time and day as the Purchaser may
from time to time consent to in writing or by telex
or facsimile transmission confirmed in writing,
appropriate orders of The Public Utilities
Commission of Ohio and of the Commission under the
Public Utility Holding Company Act of 1935,
necessary to permit the sale of the Stock to the
Purchaser, shall be in effect; and that, prior to
the Time of Purchase, no stop order with respect to
the effectiveness of the Registration Statement
shall have been issued under the Act by the
Commission or proceedings therefor initiated.
(f) That, at the Time of Purchase, there shall have
been no change in the business, properties or
financial condition of the Company from that set
forth in the Prospectus (other than changes
referred to in or contemplated by the Prospectus),
except changes arising from transactions in the
ordinary course of business, none of which
individually, or in the aggregate, has or have had
a material adverse effect on the business, proper-
ties or financial condition of the Company, and
that the Company shall, at the Time of Purchase,
have delivered to the Purchaser a certificate of an
executive officer of the Company to the effect
that, to the best of his knowledge, information and
belief, there has been no such change.
(g) That the Company shall have performed such of its
obligations under this Agreement as are to be
performed at or before the Time of Purchase by the
terms hereof.
4. Certain Covenants of the Company: In further
consideration of the agreements of the Purchaser herein contained,
the Company covenants as follows:
(a) As soon as the Company is advised thereof, to
advise the Purchaser and confirm the advice in
writing of any request made by the Commission for
amendments to the Registration Statement or
Prospectus or for additional information with
respect thereto or of the entry of a stop order
suspending the effectiveness of the Registration
Statement or of the initiation or threat of any
proceedings for that purpose and, if such a stop
order should be entered by the Commission, to make
every reasonable effort to obtain the prompt
lifting or removal thereof.
(b) To deliver to the Purchaser, without charge, as
soon as practicable (and in any event within 24
hours after the date hereof), and from time to time
thereafter during such period of time (not
exceeding nine months) after the date hereof as it
is required by law to deliver a prospectus, as many
copies of the Prospectus (as supplemented or
amended if the Company shall have made any
supplements or amendments thereto, other than
supplements or amendments relating solely to
securities other than the Stock) as the Purchaser
may reasonably request; and in case the Purchaser
is required to deliver a prospectus after the
expiration of nine months after the date hereof, to
furnish to the Purchaser, upon request, at the
expense of the Purchaser, a reasonable quantity of
a supplemental prospectus or of supplements to the
Prospectus complying with Section 10(a)(3) of the
Act.
(c) To furnish to the Purchaser a copy, certified by
the Secretary or an Assistant Secretary of the
Company, of the Registration Statement as initially
filed with the Commission and of all amendments
thereto, other than amendments relating solely to
securities other than the Stock (exclusive of
exhibits).
(d) For such period of time (not exceeding nine months)
after the date hereof as it is required by law to
deliver a prospectus, if any event shall have
occurred as a result of which it is necessary to
amend or supplement the Prospectus in order to make
the statements therein, in the light of the
circumstances when the Prospectus is delivered to a
purchaser, not misleading, forthwith to prepare and
furnish, at its own expense, to the Purchaser and
to dealers (whose names and addresses are furnished
to the Company by the Purchaser) to whom shares of
the Stock may have been sold by the Purchaser and,
upon request, to any other dealers making such
request, copies of such amendments to the
Prospectus or supplemental information.
(e) As soon as practicable, the Company will make
generally available to its security holders and to
the Purchaser an earning statement or statement of
the Company and its subsidiaries which will satisfy
the provisions of Section 11(a) of the Act and Rule
158 under the Act.
(f) To use its best efforts to qualify the Stock for
offer and sale under the securities or "blue sky"
laws of such jurisdictions as the Purchaser may
designate within six months after the date hereof
and itself to pay, or to reimburse the Purchaser
and its counsel for, reasonable filing fees and
expenses in connection therewith in an amount not
exceeding $5,000 in the aggregate (including filing
fees and expenses paid and incurred prior to the
effective date hereof), provided, however, that the
Company shall not be required to qualify as a
foreign corporation or to file a consent to service
of process or to file annual reports or to comply
with any other requirements deemed by the Company
to be unduly burdensome.
(g) To pay all expenses, fees and taxes (other than
transfer taxes on sales by the Purchaser) in
connection with the issuance and delivery of the
Stock, except that the Company shall be required to
pay the fees and disbursements (other than
disbursements referred to in paragraph (f) of this
Section 4) of Winthrop, Stimson, Putnam & Roberts,
counsel to the Purchaser, only in the events
provided in paragraph (h) of this Section 4, the
Purchaser hereby agreeing to pay such fees and
disbursements in any other event.
(h) If the Purchaser shall not take up and pay for the
Stock due to the failure of the Company to comply
with any of the conditions specified in Section 3
hereof, or, if this Agreement shall be terminated
in accordance with the provisions of Section 7
hereof, to pay the fees and disbursements of
Winthrop, Stimson, Putnam & Roberts, counsel to the
Purchaser, and, if the Purchaser shall not take up
and pay for the Stock due to the failure of the
Company to comply with any of the conditions
specified in Section 3 hereof, to reimburse the
Purchaser for its reasonable out-of-pocket
expenses, in an aggregate amount not exceeding a
total of $10,000, incurred in connection with the
financing contemplated by this Agreement.
5. Warranties of and Indemnity by the Company:
(a) The Company warrants and represents to the
Purchaser that the Registration Statement on any
effective date did or will, and the Prospectus when
first filed in accordance with Rule 424(b) and at
the Time of Purchase will, comply, or be deemed to
comply, with the applicable provisions of the Act
and the published rules and regulations of the
Commission, the Registration Statement on the
Effective Date did not contain any untrue statement
of a material fact or omit to state a material fact
required to be stated therein or necessary to make
the statements therein not misleading, and the
Prospectus when first filed in accordance with Rule
424(b) and at the Time of Purchase will not contain
any untrue statement of a material fact or omit to
state a material fact required to be stated therein
or necessary to make the statements therein, in the
light of the circumstances under which they were
made, not misleading, except that the Company makes
no warranty or representation to the Purchaser with
respect to any statements or omissions made therein
in reliance upon and in conformity with information
furnished in writing to the Company by the
Purchaser expressly for use therein.
(b) The Company agrees, to the extent permitted by law,
to indemnify and hold harmless the Purchaser and
each person, if any, who controls the Purchaser
within the meaning of Section 15 of the Act,
against any and all losses, claims, damages or
liabilities, joint or several, to which any of them
may become subject under the Act or otherwise, and
to reimburse the Purchaser and such controlling
person or persons, if any, for any legal or other
expenses incurred by them in connection with
defending any action, insofar as such losses,
claims, damages, liabilities or actions arise out
of or are based upon any alleged untrue statement
of a material fact contained in the Registration
Statement, in a preliminary prospectus supplement
(used after the effective date of the Registration
Statement), or in the Prospectus, or if the Company
shall furnish or cause to be furnished to the
Purchaser any amendments or any supplemental
information, in the Prospectus as so amended or
supplemented other than amendments or supplements
relating solely to securities other than the Stock
(provided that if such Prospectus or such
Prospectus, as amended or supplemented, is used
after the period of time referred to in Section
4(d) hereof, it shall contain such amendments or
supplements as the Company deems necessary to
comply with Section 10(a) of the Act), or arise out
of or are based upon any alleged omission to state
therein a material fact required to be stated
therein or necessary to make the statements therein
not misleading, except insofar as such losses,
claims, damages, liabilities or actions arise out
of or are based upon any such alleged untrue
statement or omission which was made in the
Registration Statement, in such preliminary
prospectus supplement or in such Prospectus, or in
the Prospectus as so amended or supplemented, in
reliance upon and in conformity with information
furnished in writing to the Company by the
Purchaser expressly for use therein, and except
that this indemnity shall not inure to the benefit
of the Purchaser (or of any person controlling the
Purchaser) on account of any losses, claims,
damages, liabilities or actions arising from the
sale of shares of the Stock to any person if a copy
of the Prospectus, as the same may then be
supplemented or amended (excluding, however, any
document then incorporated or deemed incorporated
therein by reference) was not sent or given by or
on behalf of the Purchaser to such person with or
prior to the written confirmation of the sale
involved and the alleged omission or alleged untrue
statement was corrected in the Prospectus as
supplemented or amended at the time of such
confirmation. The Purchaser agrees within ten days
after the receipt by it of notice of the commence-
ment of any action in respect to which indemnity
from the Company on account of its agreement
contained in this Section 5(b) may be sought by it,
or by any person controlling it, to notify the
Company in writing of the commencement thereof, but
the failure of the Purchaser so to notify the
Company of any such action shall not release the
Company from any liability which it may have to the
Purchaser or to such controlling person otherwise
than on account of the indemnity agreement
contained in this Section 5(b). In case any such
action shall be brought against the Purchaser or
any such person controlling the Purchaser and the
Purchaser shall notify the Company of the com-
mencement thereof, as above provided, the Company
shall be entitled to participate in (and, to the
extent that it shall wish, including the selection
of counsel, to direct) the defense thereof at its
own expense. In case the Company elects to direct
such defense and select such counsel (hereinafter,
Company's counsel), the Purchaser or any control-
ling person shall have the right to employ its own
counsel, but, in any such case, the fees and
expenses of such counsel shall be at the expense of
the Purchaser or controlling person unless (i) the
Company has agreed in writing to pay such fees and
expenses or (ii) the named parties to any such
action (including any impleaded parties) include
both the Purchaser or any controlling person and
the Company and the Purchaser or any controlling
person shall have been advised by its counsel that
a conflict of interest between the Company and the
Purchaser or any controlling person may arise (and
the Company's counsel shall have concurred with
such advice) and for this reason it is not
desirable for the Company's counsel to represent
both the indemnifying party and the indemnified
party (it being understood, however, that the
Company shall not, in connection with any one such
action or separate but substantially similar or
related actions in the same jurisdiction arising
out of the same general allegations or
circumstances, be liable for the reasonable fees
and expenses of more than one separate firm of
attorneys for the Purchaser or any controlling
person (plus any local counsel retained by the
Purchaser or any controlling person in their
reasonable judgment), which firm (or firms) shall
be designated in writing by the Purchaser or any
controlling person). The Company shall not be
liable in the event of any settlement of any such
action effected without its consent.
The Company's indemnity agreement contained in Section 5(b)
hereof, and its covenants, warranties and representations contained
in this Agreement, shall remain in full force and effect regardless
of any investigation made by or on behalf of any person, and shall
survive the delivery of and payment for the Stock hereunder.
6. Warranties of and Indemnity by Purchaser:
(a) The Purchaser warrants and represents that the
information furnished in writing to the Company for
use in the Registration Statement, a preliminary
prospectus supplement (used after the effective
date of the Registration Statement), or in the
Prospectus is correct as to the Purchaser.
(b) The Purchaser agrees, to the extent permitted by
law, to indemnify, hold harmless and reimburse the
Company, its directors and such of its officers as
shall have signed the Registration Statement, and
each person, if any, who controls the Company
within the meaning of Section 15 of the Act, to the
same extent and upon the same terms as the
indemnity agreement of the Company set forth in
Section 5(b) hereof, but only with respect to
alleged untrue statements or omissions made in the
Registration Statement, in a preliminary prospectus
supplement (used after the effective date of the
Registration Statement), or in the Prospectus, or
in the Prospectus as so amended or supplemented, in
reliance upon and in conformity with information
furnished in writing to the Company expressly for
use therein.
The indemnity agreement on the part of the Purchaser contained
in Section 6(b) hereof, and the warranties and representations of
the Purchaser contained in this Agreement, shall remain in full
force and effect regardless of any investigation made by or on
behalf of the Company or other person, and shall survive the
delivery of and payment for the Stock hereunder.
7. Termination of Agreement: This Agreement may be
terminated at any time prior to the Time of Purchase by the
Purchaser if, after the execution and delivery of this Agreement
and prior to the Time of Purchase, in the Purchaser's reasonable
judgment, the Purchaser's ability to market the Stock shall have
been materially adversely affected because:
(i) trading in securities on the New York Stock
Exchange shall have been generally suspended by the Commission
or by the New York Stock Exchange, or
(ii) (A) a war involving the United States of America
shall have been declared, (B) any other national calamity
shall have occurred, or (C) any conflict involving the armed
services of the United States of America shall have escalated,
or
(iii) a general banking moratorium shall have been
declared by Federal or New York State authorities, or
(iv) there shall have been any decrease in the ratings
of any of the Company's preferred shares by Moody's Investors
Services, Inc. (Moody's) or Standard & Poor's Corporation
(S&P) or either Moody's or S&P shall publicly announce that it
has any of such preferred shares under consideration for
possible downgrade.
If the Purchaser elects to terminate this Agreement, as
provided in this Section 7, the Purchaser will promptly notify the
Company by telephone or by telex or facsimile transmission,
confirmed in writing. If this Agreement shall not be carried out
by the Purchaser for any reason permitted hereunder, or if the sale
of the Stock to the Purchaser as herein contemplated shall not be
carried out because the Company is not able to comply with the
terms hereof, the Company shall not be under any obligation under
this Agreement and shall not be liable to the Purchaser or to any
member of any selling group for the loss of anticipated profits
from the transactions contemplated by this Agreement (except that
the Company shall remain liable to the extent provided in Section
4(h) hereof) and the Purchaser shall be under no liability to the
Company.
8. Notices: All notices hereunder shall, unless otherwise
expressly provided, be in writing and be delivered at or mailed to
the following addresses or by telex or facsimile transmission
confirmed in writing to the following addresses: if to the
Purchaser, to ___________________________________________________,
_________________________________________________________________,
attention of ____________, (fax ____________); and, if to the
Company, to Ohio Power Company, c/o American Electric Power Service
Corporation, 1 Riverside Plaza, Columbus, Ohio 43215, attention of
G. P. Maloney, Vice President, (fax 614/223-1687).
9. Parties in Interest: The agreement herein set forth has
been and is made solely for the benefit of the Purchaser, the
Company (including the directors thereof and such of the officers
thereof as shall have signed the Registration Statement), the
controlling persons, if any, referred to in Sections 5 and 6
hereof, and their respective successors, assigns, executors and
administrators, and no other person shall acquire or have any right
under or by the virtue of this Agreement.
10. Execution of Counterparts: This Agreement may be
executed in several counterparts, each of which shall be regarded
as an original and all of which shall constitute one and the same
document.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto
duly authorized, on the date first above written.
OHIO POWER COMPANY
By_____________________________
G. P. Maloney
Vice President
By___________________________
Exhibit 4(b)
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
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 28th
day of October, 1993.
OHIO POWER COMPANY
By__/s/ G. P. MALONEY_____________
Vice President
By__/s/ JEFFREY D. CROSS__________
Assistant Secretary
Exhibit 4(c)
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 ______ day of __________, ____, 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 $__________ par
value of the Cumulative Preferred Stock ($______ non-voting)
as a series of such Cumulative Preferred Stock ($______ non-
voting), which shall be designated as "______% Cumulative
Preferred Stock", consisting of __________ shares of the par
value of $______ per share.
(42) The preferences, rights, restrictions or
qualifications and the description and terms of the ______%
Cumulative Preferred Stock, in the respects in which the
shares of such series vary from shares of other series of the
Cumulative Preferred Stock, ($______ non-voting), shall be as
follows:
(a) The annual dividend rate for such series shall
be ______% per annum, which dividend shall be calculated,
per share, at such percentage multiplied by $______.
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 _______________; the regular redemption price
for shares of such series shall be $______ per share on
or after _______________, 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 $______ per share,
plus an amount equal to accrued and unpaid dividends to
the date of redemption.
[(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
_______________, and on each __________ 1 thereafter to
and including _______________, redeem as and for a
sinking fund requirement, out of funds legally available
therefor, a number of shares equal to ______% of the
total number of shares initially classified in Paragraph
41 hereof, at a sinking fund redemption price of $______
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 __________ 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 __________ 1 on which such redemption
may be effected.
(2) The remaining shares of such series
outstanding on __________, ____ will be redeemed, to the
extent permitted by law, by mandatory redemption, out of
funds legally available therefor, on such date at a
mandatory redemption price of $______ per share plus
accrued and unpaid dividends to the date of redemption.
(3) The Corporation shall be entitled, at its
election, to credit against the sinking fund requirement
due on __________ 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
______ day of __________, ____.
OHIO POWER COMPANY
By________________________________
Vice President
By________________________________
Assistant Secretary
Exhibit 5
April 14, 1994
Ohio Power Company
301 Cleveland Avenue, S.W.
Canton, Ohio 44702
Dear Sirs:
With respect to the Registration Statement on Form S-3
of Ohio Power Company (the "Company") relating to the issuance
and sale in one or more transactions from time to time of its
Cumulative Preferred Stock (the "Preferred Stock"), we wish to
advise you as follows:
We are of the opinion that when the steps mentioned in
the next paragraph have been taken, the Preferred Stock will be
legally issued, fully paid and non-assessable.
The steps to be taken which are referred to in the next
preceding paragraph consist of the following:
(1) Appropriate definitive action by the Board of
Directors of the Company with respect to the
proposed transactions set forth in said Registra-
tion Statement;
(2) Appropriate action by and before The Public
Utilities Commission of Ohio and the Securities
and Exchange Commission in respect of the proposed
transactions set forth in said Registration
Statement;
(3) Compliance with the Securities Act of 1933, as
amended;
(4) Appropriate corporate approvals and execution of
one or more Certificates of Amendment to the
Amended Articles of Incorporation creating the
terms and provisions of the Preferred Stock and
the filing of copies thereof with the Secretary of
State of Ohio; and
(5) Issuance and sale of the Preferred Stock in
accordance with the governmental and corporate
authorizations aforesaid.
Insofar as this opinion relates to matters governed by
laws of the State of Ohio or West Virginia, this firm has
consulted, and may consult further, with local counsel in which
this firm has confidence and will rely, as to such matters, upon
such opinions or advice of such counsel which will be delivered
to this firm prior to the closing of the sale of the Preferred
Stock.
We consent to filing of this opinion as an exhibit to
said Registration Statement and to the use of our name and the
inclusion of the statements in regard to us set forth in said
Registration Statement under the caption "Legal Opinions".
Very truly yours,
/s/ Simpson Thacher & Bartlett
SIMPSON THACHER & BARTLETT
Exhibit 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of Ohio Power Company on Form S-3 of our
reports dated February 22, 1994, appearing in and incorporated by
reference in the Annual Report on Form 10-K of Ohio Power Company
for the year ended December 31, 1993 and to the reference to us
under the heading "Experts" in the Prospectus, which is part of
this Registration Statement.
Deloitte & Touche
Columbus, Ohio
April 14, 1994
Exhibit 24
OHIO POWER COMPANY
I, Jeffrey D. Cross, Assistant Secretary of OHIO POWER
COMPANY, HEREBY CERTIFY that the following constitutes a true and
exact copy of the resolutions duly adopted by the affirmative vote
of a majority of the Board of Directors of said Company at a meeting
of said Board duly and legally held on March 31, 1994, at which
meeting a quorum of the Board of Directors of said Company was
present and voting throughout. I further certify that said
resolutions have not been altered, amended or rescinded, and that
they are presently in full force and effect.
GIVEN under my hand this 14th day of April, 1994.
__/s/ Jeffrey D. Cross___
Assistant Secretary
OHIO POWER COMPANY
March 31, 1994
The Chairman outlined a proposed financing program
involving the issuance and sale, either at competitive bidding or
through a negotiated public offering with one or more agents or
underwriters, of up to $85,000,000 aggregate par value of
Cumulative Preferred Stock, in one or more new series, with a par
value of $25 or $100 per share. The Chairman then stated that,
if the officers of the Company deemed it necessary or desirable,
a cumulative sinking fund would be established to retire annually
a number of shares of such series equal to a percentage of the
number of shares of such series initially issued at a price to be
determined.
The Chairman stated that it was proposed that the
proceeds to be received in connection with the proposed sale of
Cumulative Preferred Stock would be used to refund directly or
indirectly cumulative preferred stock or for other corporate
purposes.
Thereupon, on motion duly made and seconded, it was
unanimously
RESOLVED, that the proposed financing program of
this Company, as outlined at this meeting, be, and the
same hereby is, in all respects ratified, confirmed and
approved; and further
RESOLVED, that the proper officers of this Company
be, and they hereby are, authorized to take all steps
necessary, or in their opinion desirable, to carry out
the financing program outlined at this meeting.
The Chairman then stated that, in connection with the
proposed financing program, it had been necessary to file an
application with The Public Utilities Commission of Ohio and an
Application or Declaration on Form U-1, with the Securities and
Exchange Commission pursuant to the applicable provisions of the
Public Utility Holding Company Act of 1935. The Chairman also
stated that it would be necessary to file one or more Registra-
tion Statements pursuant to the applicable provisions of the
Securities Act of 1933, as amended.
Thereupon, on motion duly made and seconded, it was
unanimously
RESOLVED, that in connection with the proposed
financing program approved at this meeting, the actions
taken by the officers of this Company in connection
with the execution and filing on behalf of the Company
of an application with The Public Utilities Commission
of Ohio and an Application or Declaration on Form U-1
with the Securities and Exchange Commission pursuant to
the applicable provisions of the Public Utility Holding
Company Act of 1935 be, and they hereby are, ratified,
confirmed and approved in all respects; and further
RESOLVED, that the proper officers of this Company
be, and they hereby are, authorized to execute and file
with the Securities and Exchange Commission on behalf
of the Company one or more Registration Statements
pursuant to the applicable provisions of the Securities
Act of 1933, as amended; and further
RESOLVED, that the proper officers of this Company
be, and they hereby are, authorized and directed to
take any and all further action in connection there-
with, including the execution and filing of such
amendment or amendments, supplement or supplements and
exhibit or exhibits thereto as the officers of this
Company may deem necessary or desirable.
The Chairman further stated that, in connection with
the filing with the Securities and Exchange Commission of one or
more Registration Statements relating to the proposed issuance
and sale of up to $85,000,000 aggregate par value of Cumulative
Preferred Stock, there was to be filed with the Commission a
Power of Attorney, dated March 31, 1994, executed by the officers
and directors of this Company appointing true and lawful
attorneys to act in connection with the filing of such Registra-
tion Statement(s) and any and all amendments thereto.
Thereupon, on motion duly made and seconded, the
following preambles and resolutions were unanimously adopted:
WHEREAS, Ohio Power Company proposes to file with
the Securities and Exchange Commission one or more
Registration Statements for the registration pursuant
to the applicable provisions of the Securities Act of
1933, as amended, of up to $85,000,000 aggregate par
value of Cumulative Preferred Stock, in one or more new
series, with a par value of $25 or $100 per share; and
WHEREAS, in connection with said Registration
Statement(s), there is to be filed with the Securities
and Exchange Commission a Power of Attorney, dated
March 31, 1994, executed by certain of the officers and
directors of this Company appointing E. Linn Draper,
Jr., G. P. Maloney, Bruce M. Barber and Armando A.
Pena, or any one of them, their true and lawful
attorneys, with the powers and authority set forth in
said Power of Attorney;
NOW, THEREFORE, BE IT
RESOLVED, that each and every one of said officers
and directors be, and they hereby are, authorized to
execute said Power of Attorney; and further
RESOLVED, that any and all action hereafter taken
by any of said named attorneys under said Power of
Attorney be, and the same hereby is, ratified and
confirmed and that said attorneys shall have all the
powers conferred upon them and each of them by said
Power of Attorney; and further
RESOLVED, that said Registration Statement(s) and
any amendments thereto, hereafter executed by any of
said attorneys under said Power of Attorney be, and the
same hereby are, ratified and confirmed as legally
binding upon this Company to the same extent as if the
same were executed by each said officer and director of
this Company personally and not by any of said
attorneys.
The Chairman thereupon stated to the meeting that it
was proposed to designate independent counsel for the successful
bidder or bidders and/or agents of the Company for the new series
of Cumulative Preferred Stock proposed to be issued and sold in
connection with the proposed financing program of the Company.
Thereupon, on motion duly made and seconded, it was
unanimously
RESOLVED, that Messrs. Winthrop, Stimson, Putnam &
Roberts be, and said firm hereby is, designated as
independent counsel for the successful bidder or
bidders and/or agents of the Company for the new series
of Cumulative Preferred Stock of this Company proposed
to be issued and sold in connection with the proposed
financing program of this Company.
OHIO POWER COMPANY
POWER OF ATTORNEY
Each of the undersigned directors or officers of OHIO
POWER COMPANY, an Ohio corporation, which is to file with the
Securities and Exchange Commission, Washington, D.C. 20549, under
the provisions of the Securities Act of 1933, as amended, one or
more Registration Statements for the registration thereunder of
up to $85,000,000 aggregate par value of Cumulative Preferred
Stock, in one or more new series, with a par value of $25 or $100
per share, does hereby appoint E. LINN DRAPER, JR., G. P.
MALONEY, BRUCE M. BARBER and ARMANDO A. PENA his true and lawful
attorneys, and each of them his true and lawful attorney, with
power to act without the others, and with full power of
substitution or resubstitution, to execute for him and in his
name said Registration Statement(s) and any and all amendments
thereto, whether said amendments add to, delete from or otherwise
alter the Registration Statement(s) or the related Prospectus(es)
included therein, or add or withdraw any exhibits or schedules to
be filed therewith and any and all instruments necessary or
incidental in connection therewith, hereby granting unto said
attorneys and each of them full power and authority to do and
perform in the name and on behalf of each of the undersigned, and
in any and all capacities, every act and thing whatsoever
required or necessary to be done in and about the premises, as
fully and to all intents and purposes as each of the undersigned
might or could do in person, hereby ratifying and approving the
acts of said attorneys and each of them.
IN WITNESS WHEREOF the undersigned have hereunto set
their hands and seals this 31st day of March, 1994.
/s/ E. Linn Draper, Jr._____ /s/ Henry Fayne_____________
E. Linn Draper, Jr. L.S. Henry Fayne L.S.
/s/ P. J. DeMaria___________ /s/ Wm. J. Lhota____________
P. J. DeMaria L.S. Wm. J. Lhota L.S.
/s/ A. Joseph Dowd__________ /s/ G. P. Maloney___________
A. Joseph Dowd L.S. G. P. Maloney L.S.
/s/ C. A. Erikson___________ /s/ James J. Markowsky______
C. A. Erikson L.S. James J. Markowsky L.S.
