FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
OHIO POWER COMPANY
(Exact name of registrant as specified in its charter)
Ohio 31-4271000
(State of incorporation (I.R.S. Employer
or organization) Identification Number)
301 Cleveland Avenue, S.W., Canton, Ohio 44702
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A.(c)(1), please check the following box. [X]
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction A.(c)(2),
please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class
to be so registered is to be registered
Junior Subordinated Deferrable New York Stock Exchange
Interest Debentures, Series B
due 2027
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Item 1. Description of Securities to be Registered.
The description of securities under the heading
"DESCRIPTION OF SERIES B JUNIOR SUBORDINATED DEBENTURES"
in the Registrant's Prospectus and Prospectus Supplement
relating to the Registrant's 7.92% Junior Subordinated
Deferrable Interest Debentures, Series B, due 2027, filed
pursuant to Rule 424(b) under the Securities Act of 1933,
as amended, is hereby incorporated by reference in said
Registration Statement No. 333-22143.
Item 2. Exhibits.
1. Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 [File No. 1-6543].
2. None.
3. None.
4.(i) Registrant's Amended Articles of Incorporation, as
amended [Registration Statement No. 33-50139, Exhibit
4(a) and Annual Report on Form 10-K for the fiscal year
ended December 31, 1993, File No. 1-6543, Exhibit 3(b)].
4.(ii) Certificate of Amendment to Amended Articles of
Incorporation, dated May 3, 1994 [Annual Report on Form
10-K of OPCo for the fiscal year ended December 31, 1994,
File No. 1-6543, Exhibit 3(b)].
4.(iii) Copy of Certificate of Amendment to Amended Articles of
Incorporation of OPCo, dated March 6, 1997.
4.(iv) Copy of Code of Regulations as amended [Annual Report on
Form 10-K for the fiscal year ended December 31, 1990,
File No. 1-6543, Exhibit 3(d)].
5. Form of the Registrant's Global Security for 7.92% Junior
Subordinated Deferrable Interest Debentures, Series B,
due 2027.
6. Indenture, dated as of October 1, 1995, between the
Registrant and The First National Bank of Chicago, as
Trustee, as supplemented by a First Supplemental
Indenture, dated as of October 1, 1995, and as further
supplemented by a Second Supplemental Indenture, dated as
of March 1, 1997, relating to the 7.92% Junior
Subordinated Debentures, Series B, due 2027, is
incorporated by reference from the Registrant's Form S-3
Registration Statement filed with the Securities and
Exchange Commission and effective on February 27, 1997
[Registration Statement No. 333-22143, Exhibits 4(a),
4(b) and 4(c)].
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
OHIO POWER COMPANY
Date: March 17, 1997 (Registrant)
By:__/s/ G. P. Maloney___
G. P. Maloney, Vice President
INDEX TO EXHIBITS
Exhibit
Number Exhibit
4.(iii) Copy of Certificate of Amendment to Amended Articles of
Incorporation of OPCo, dated March 6, 1997.
5. Form of the Registrant's Global Security for 7.92% Junior
Subordinated Deferrable Interest Debentures, Series B,
due 2027.
Exhibit 4(iii)
CERTIFICATE OF AMENDMENT
TO AMENDED ARTICLES OF INCORPORATION OF
OHIO POWER COMPANY
BY THE BOARD OF STOCKHOLDERS
The undersigned Assistant Secretary of Ohio Power Company, an
Ohio corporation (the "Company"), with its principal office located
at Canton, Ohio, does hereby certify that a meeting of shareholders
of the Company entitled to vote on two amendments to the Amended
Articles of Incorporation of the Company (the "Amendments") was
duly called for the purpose of adopting the Amendments and held on
the twenty-eighth day of February, 1997, at which a quorum of each
of the common shareholders and preferred shareholders was present
in person or by proxy. The undersigned further certifies that by
the affirmative vote of the holders of shares entitling them to
exercise more than two-thirds of the voting power of each class of
stock of the Company the following resolution to amend the Amended
Articles of Incorporation was adopted under authority of
subdivision (B) of Section 1701.71 of the Ohio Revised Code:
RESOLVED, that the Amended Articles of Incorporation of
the Company be, and they hereby are, further amended by
deleting in its entirety ARTICLE FOURTH, Clause 7(B)(b)
thereof.
The undersigned further certifies that by the affirmative vote
of the holders of shares entitling them to exercise a majority of
the voting power of the Company the following resolution to amend
the Amended Articles of Incorporation was adopted under authority
of subdivision (A) of Section 1701.71 of the Ohio Revised Code:
RESOLVED, that the Amended Articles of Incorporation of the
Company be, and they hereby are, further amended by adding the
following paragraph to the end of ARTICLE FOURTH, Clause 3:
The Corporation may from time to time, by action of its
Board of Directors and without action by the holders of the
Common Stock or any class of the Cumulative Preferred Stock,
purchase or otherwise acquire shares of any class of the
Cumulative Preferred Stock in such manner, upon such terms and
in such amounts as the Board of Directors shall determine;
subject, however, to such limitations or restrictions, if any,
as are contained in the express terms of any class of the
Cumulative Preferred Stock outstanding at the time of the
purchase or acquisition in question.
IN WITNESS WHEREOF, the undersigned Assistant Secretary of
Ohio Power Company, acting for and on behalf of said corporation,
has hereunto subscribed his name this 6th day of March, 1997.
OHIO POWER COMPANY
By:__/s/ John M. Adams, Jr.___
John M. Adams, Jr.
Assistant Secretary
Exhibit 5
This Debenture is a Global Debenture within the meaning of the
Indenture hereinafter referred to and is registered in the name of
a Depository or a nominee of a Depository. This Debenture is
exchangeable for Debentures registered in the name of a person
other than the Depository or its nominee only in the limited
circumstances described in the Indenture, and no transfer of this
Debenture (other than a transfer of this Debenture as a whole by
the Depository to a nominee of the Depository or by a nominee of
the Depository to the Depository or another nominee of the
Depository) may be registered except in limited circumstances.
Unless this Debenture is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to the issuer or its agent for registration of
transfer, exchange or payment, and any Debenture issued is
registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC and any payment
hereon is made to Cede & Co., or to such other entity as is
requested by an authorized representative of DTC, ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede &
Co., has an interest herein.
No. _____ 2,000,000 Junior Subordinated
Deferrable Interest Debentures,
CUSIP No. $25 principal amount each
OHIO POWER COMPANY
% JUNIOR SUBORDINATED
DEFERRABLE INTEREST DEBENTURE,
SERIES B, DUE 2027
OHIO POWER COMPANY, a corporation duly organized and
existing under the laws of the State of Ohio (herein referred to as
the "Company", which term includes any successor corporation under
the Indenture hereinafter referred to), for value received, hereby
promises to pay to CEDE & CO. or registered assigns, the principal
sum of $50,000,000 on March 31, 2027, and to pay interest on said
principal sum from March __, 1997 or from the most recent interest
payment date (each such date, an "Interest Payment Date") to which
interest has been paid or duly provided for, quarterly (subject to
deferral as set forth herein) in arrears on each March 31, June 30,
September 30 and December 31 commencing March 31, 1997 at the rate
of ______% per annum until the principal hereof shall have become
due and payable, and on any overdue principal and premium, if any,
and (without duplication and to the extent that payment of such
interest is enforceable under applicable law) on any overdue
installment of interest at the same rate per annum during such
overdue period. Interest shall be computed on the basis of a
360-day year of twelve 30-day months. In the event that any date
on which interest is payable on this Debenture is not a business
day, then payment of interest payable on such date will be made on
the next succeeding day which is a business day (and without any
interest or other payment in respect of any such delay), except
that, if such business day is in the next succeeding calendar year,
such payment shall be made on the immediately preceding business
day, in each case with the same force and effect as if made on such
date. The interest installment so payable, and punctually paid or
duly provided for, on any Interest Payment Date (other than
interest payable on redemption or maturity) will, as provided in
the Indenture, be paid to the person in whose name this Debenture
(or one or more Predecessor Debentures, as defined in said
Indenture) is registered at the close of business on the regular
record date for such interest installment, which shall be the close
of business on the business day next preceding such Interest
Payment Date. Interest payable on redemption or maturity shall be
payable to the person to whom the principal is paid. Any such
interest installment not punctually paid or duly provided for shall
forthwith cease to be payable to the registered holders on such
regular record date, and may be paid to the person in whose name
this Debenture (or one or more Predecessor Debentures) is
registered at the close of business on a special record date to be
fixed by the Trustee for the payment of such defaulted interest,
notice whereof shall be given to the registered holders of this
series of Debentures not less than 10 days prior to such special
record date, or may be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange
on which the Debentures may be listed, and upon such notice as may
be required by such exchange, all as more fully provided in the
Indenture. The principal of (and premium, if any) and the interest
on this Debenture shall be payable at the office or agency of the
Company maintained for that purpose, in any coin or currency of the
United States of America which at the time of payment is legal
tender for payment of public and private debts; provided, however,
that payment of interest may be made at the option of the Company
by check mailed to the registered holder at such address as shall
appear in the Debenture Register.
Payment of the principal of, premium, if any, and interest on
this Debenture is, to the extent provided in the Indenture,
subordinated and subject in right of payment to the prior payment
in full of all Senior Indebtedness, as defined in the Indenture,
and this Debenture is issued subject to the provisions of the
Indenture with respect thereto. Each Holder of this Debenture, by
accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his or her
behalf to take such action as may be necessary or appropriate to
acknowledge or effectuate the subordination so provided and (c)
appoints the Trustee his or her attorney-in-fact for any and all
such purposes. Each Holder hereof, by his or her acceptance
hereof, hereby waives all notice of the acceptance of the
subordination provisions contained herein and in the Indenture by
each holder of Senior Indebtedness, whether now outstanding or
hereafter incurred, and waives reliance by each such holder upon
said provisions.
This Debenture is one of a duly authorized series of
Debentures of the Company (herein sometimes referred to as the
"Debentures"), specified in the Indenture, all issued or to be
issued in one or more series under and pursuant to an Indenture
dated as of September 1, 1995 duly executed and delivered between
the Company and The First National Bank of Chicago, a national
banking association organized and existing under the laws of
the United States, as Trustee (herein referred to as the
"Trustee"), as supplemented by the First Supplemental Indenture
dated as of September 1, 1995 and by the Second Supplemental
Indenture dated as of February 1, 1997 between the Company and the
Trustee (said Indenture as so supplemented being hereinafter
referred to as the "Indenture"), to which Indenture and all
indentures supplemental thereto reference is hereby made for a
description of the rights, limitations of rights, obligations,
duties and immunities thereunder of the Trustee, the Company and
the holders of the Debentures. By the terms of the Indenture, the
Debentures are issuable in series which may vary as to amount, date
of maturity, rate of interest and in other respects as in the
Indenture provided. This series of Debentures is limited in
aggregate principal amount as specified in said Second Supplemental
Indenture.
Subject to the terms of Article Three of the Indenture, the
Company shall have the right to redeem this Debenture at the option
of the Company, without premium or penalty, in whole or in part at
any time on or after March 5, 2002 (an "Optional Redemption"), at
a redemption price equal to 100% of the principal amount plus any
accrued but unpaid interest to the date of such redemption (the
"Optional Redemption Price"). Any redemption pursuant to this
paragraph will be made upon not less than 30 nor more than 60 days'
notice, at the Optional Redemption Price. If the Debentures are
only partially redeemed by the Company pursuant to an Optional
Redemption, the Debentures will be redeemed pro rata or by lot or
by any other method utilized by the Trustee; provided that if at
the time of redemption, the Debentures are registered as a Global
Debenture, the Depository shall determine by lot the principal
amount of such Debentures held by each Debentureholder to be
redeemed.
In the event of redemption of this Debenture in part only, a
new Debenture or Debentures of this series for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon
the cancellation hereof.
In case an Event of Default, as defined in the Indenture,
shall have occurred and be continuing, the principal of all of the
Debentures may be declared, and upon such declaration shall become,
due and payable, in the manner, with the effect and subject to the
conditions provided in the Indenture.
The Indenture contains provisions for defeasance at any time
of the entire indebtedness of this Debenture upon compliance by the
Company with certain conditions set forth therein.
The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the Holders of not less than a
majority in aggregate principal amount of the Debentures of each
series affected at the time outstanding, as defined in the
Indenture, to execute supplemental indentures for the purpose of
adding any provisions to or changing in any manner or eliminating
any of the provisions of the Indenture or of any supplemental
indenture or of modifying in any manner the rights of the Holders
of the Debentures; provided, however, that no such supplemental
indenture shall (i) extend the fixed maturity of any Debentures of
any series, or reduce the principal amount thereof, or reduce the
rate or extend the time of payment of interest thereon, or reduce
any premium payable upon the redemption thereof, without the
consent of the holder of each Debenture so affected or (ii) reduce
the aforesaid percentage of Debentures, the holders of which are
required to consent to any such supplemental indenture, without the
consent of the holders of each Debenture then outstanding and
affected thereby. The Indenture also contains provisions
permitting the Holders of a majority in aggregate principal amount
of the Debentures of all series at the time outstanding affected
thereby, on behalf of the Holders of the Debentures of such series,
to waive any past default in the performance of any of the
covenants contained in the Indenture, or established pursuant to
the Indenture with respect to such series, and its consequences,
except a default in the payment of the principal of or premium, if
any, or interest on any of the Debentures of such series. Any such
consent or waiver by the registered Holder of this Debenture
(unless revoked as provided in the Indenture) shall be conclusive
and binding upon such Holder and upon all future Holders and owners
of this Debenture and of any Debenture issued in exchange herefor
or in place hereof (whether by registration of transfer or
otherwise), irrespective of whether or not any notation of such
consent or waiver is made upon this Debenture.
No reference herein to the Indenture and no provision of this
Debenture or of the Indenture shall alter or impair the obligation
of the Company, which is absolute and unconditional, to pay the
principal of and premium, if any, and interest on this Debenture at
the time and place and at the rate and in the money herein
prescribed.
The Company shall have the right at any time during the term
of the Debentures, from time to time to extend the interest payment
period of such Debentures for up to 20 consecutive quarters (the
"Extended Interest Payment Period"), at the end of which period the
Company shall pay all interest then accrued and unpaid (together
with interest thereon compounded quarterly at the rate specified
for the Debentures to the extent that payment of such interest is
enforceable under applicable law); provided that, during such
Extended Interest Payment Period the Company shall not declare or
pay any dividend on, or purchase, acquire or make a liquidation
payment with respect to, any of its capital stock, or make any
guarantee payments with respect thereto. Prior to the termination
of any such Extended Interest Payment Period, the Company may
further extend such Extended Interest Payment Period, provided that
such Period together with all such previous and further extensions
thereof shall not exceed 20 consecutive quarters or extend beyond
the maturity of the Debentures. At the termination of any such
Extended Interest Payment Period and upon the payment of all
accrued and unpaid interest and any additional amounts then due,
the Company may select a new Extended Interest Payment Period.
As provided in the Indenture and subject to certain
limitations therein set forth, this Debenture is transferable by
the registered holder hereof on the Debenture Register of the
Company, upon surrender of this Debenture for registration of
transfer at the office or agency of the Company accompanied by a
written instrument or instruments of transfer in form satisfactory
to the Company or the Trustee duly executed by the registered
Holder hereof or his or her attorney duly authorized in writing,
and thereupon one or more new Debentures of authorized
denominations and for the same aggregate principal amount and
series will be issued to the designated transferee or transferees.
No service charge will be made for any such transfer, but the
Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in relation thereto.
Prior to due presentment for registration of transfer of this
Debenture, the Company, the Trustee, any paying agent and any
Debenture Registrar may deem and treat the registered Holder hereof
as the absolute owner hereof (whether or not this Debenture shall
be overdue and notwithstanding any notice of ownership or writing
hereon made by anyone other than the Debenture Registrar) for the
purpose of receiving payment of or on account of the principal
hereof and premium, if any, and interest due hereon and for all
other purposes, and neither the Company nor the Trustee nor any
paying agent nor any Debenture Registrar shall be affected by any
notice to the contrary.
No recourse shall be had for the payment of the principal of
or the interest on this Debenture, or for any claim based hereon,
or otherwise in respect hereof, or based on or in respect of the
Indenture, against any incorporator, stockholder, officer or
director, past, present or future, as such, of the Company or of
any predecessor or successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by
the acceptance hereof and as part of the consideration for the
issuance hereof, expressly waived and released.
This Global Debenture is exchangeable for Debentures in
definitive form only under certain limited circumstances set forth
in the Indenture. Debentures of this series so issued are issuable
only in registered form without coupons in denominations of $25 and
any integral multiple thereof. As provided in the Indenture and
subject to certain limitations herein and therein set forth,
Debentures of this series so issued are exchangeable for a like
aggregate principal amount of Debentures of this series of a
different authorized denomination, as requested by the Holder
surrendering the same.
All terms used in this Debenture which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
This Debenture shall not be entitled to any benefit under the
Indenture hereinafter referred to, be valid or become obligatory
for any purpose until the Certificate of Authentication hereon
shall have been signed by or on behalf of the Trustee.
Unless the Certificate of Authentication hereon has been
executed by the Trustee or a duly appointed Authentication Agent
referred to on the reverse side hereof, this Debenture shall not be
entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this Instrument to
be executed.
Dated: March , 1997
OHIO POWER COMPANY
By_______________________
Treasurer
Attest:
By____________________
Assistant Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Debentures of the series of Debentures
described in the within-mentioned Indenture.
THE FIRST NATIONAL BANK OF CHICAGO
as Trustee or as Authentication Agent
By__________________________
Authorized Signatory
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto
(PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE)
_______________________________________
________________________________________________________________
________________________________________________________________
(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
________________________________________________________________
ASSIGNEE) the within Debenture and all rights thereunder, hereby
________________________________________________________________
irrevocably constituting and appointing such person attorney to
________________________________________________________________
transfer such Debenture on the books of the Issuer, with full
________________________________________________________________
power of substitution in the premises.
Dated: ______________________ ____________________________
NOTICE: The signature to this assignment must correspond with the
name as written upon the face of the within Debenture in
every particular, without alteration or enlargement or
any change whatever and NOTICE: Signature(s) must be
guaranteed by a financial institution that is a member of
the Securities Transfer Agents Medallion Program
("STAMP"), the Stock Exchange Medallion Program ("SEMP")
or the New York Stock Exchange, Inc. Medallion Signature
Program ("MSP").
