csp8k03152010.htm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549


FORM 8-K


CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934


Date of report (Date of earliest event reported)
March 16, 2010

COLUMBUS SOUTHERN POWER COMPANY
(Exact Name of Registrant as Specified in Its Charter)

Ohio
(State or Other Jurisdiction of Incorporation)

1-2680
31-4154203
(Commission File Number)
(IRS Employer Identification No.)

1 Riverside Plaza, Columbus, OH
43215
(Address of Principal Executive Offices)
(Zip Code)

614-716-1000
(Registrant's Telephone Number, Including Area Code)

None
(Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]           Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 
 

 


Item 8.01.                      Other Events

On March 16, 2010, Columbus Southern Power Company (the “Company”) entered into an Underwriting Agreement with Barclays Capital Inc. (the “Underwriter”), relating to the offering and sale by the Company of $150,000,000 of its Floating Rate Notes Series A, due 2012 (the “Notes”).

Item 9.01.                      Financial Statements and Exhibits

(c)           Exhibits

1(a)
Underwriting Agreement, dated March 11, 2010, between the Company and the Underwriter in connection with the sale of the Notes.
   
4(a)
Company Order and Officer’s Certificate, between the Company and Deutsche Bank Trust Company Americas, as trustee, dated March 16, 2010, establishing the terms of the Notes.
   
4(b)
Form of the Notes (included in Exhibit 4(a) hereto).
   
5(a)
Opinion of Thomas G. Berkemeyer regarding the legality of the Notes.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
COLUMBUS SOUTHERN POWER COMPANY
   
   
 
By:          /s/ Thomas G. Berkemeyer                                                          
 
Name:     Thomas G. Berkemeyer
 
Title:       Assistant Secretary


March 16, 2010


 
 

 

EXHIBIT INDEX

Exhibit Number
Description

 
1(a)
Underwriting Agreement, dated March 11, 2010, between the Company and the Underwriter in connection with the sale of the Notes.
     
 
4(a)
Company Order and Officer’s Certificate, between the Company and Deutsche Bank Trust Company Americas, as trustee, dated March 16, 2010, establishing the terms of the Notes.
     
 
4(b)
Form of the Notes (included in Exhibit 4(a) hereto).
     
 
5(a)
Opinion of Thomas G. Berkemeyer regarding the legality of the Notes.



exhibit1a.htm
Exhibit 1(a)
COLUMBUS SOUTHERN POWER COMPANY

Underwriting Agreement

Dated March 11, 2010

AGREEMENT made between COLUMBUS SOUTHERN POWER COMPANY, a corporation organized and existing under the laws of the State of Ohio (the Company), and BARCLAYS CAPITAL INC. (the Underwriter.

WITNESSETH:

WHEREAS, the Company proposes to issue and sell $150,000,000 aggregate principal amount of its Floating Rate Notes, Series A, due 2012 (the Notes) to be issued pursuant to the Indenture dated as of September 1, 1997, between the Company and Deutsche Bank Trust Company Americas, as trustee (the Trustee), as heretofore supplemented and amended and as to be further supplemented and amended (said Indenture as so supplemented being hereafter referred to as the Indenture); and

WHEREAS, the Company has prepared and filed, in accordance with the provisions of the Securities Act of 1933, as amended (the Act), with the Securities and Exchange Commission (the Commission), a registration statement on Form S-3 (File No. 333-150603), a pre-effective amendment thereto, and a prospectus relating to $590,000,000 aggregate principal amount of, among other securities, its Floating Rate Notes, and such registration statement has become effective; and

WHEREAS, such registration statement, as amended, including the financial statements, the documents incorporated or deemed incorporated therein by reference, and the exhibits thereto, being herein called the Registration Statement,  and the prospectus, including the documents incorporated or deemed incorporated therein by reference, constituting a part of such Registration Statement, as it may be last amended or supplemented prior to the effectiveness of this Agreement, but excluding any amendment or supplement relating solely to securities other than the Notes, being herein called the Basic Prospectus, and the Basic Prospectus, as amended and supplemented, including documents incorporated by reference therein, together with the Preliminary Prospectus Supplement dated March 11, 2010, immediately prior to the Applicable Time (as defined below), being herein called the Pricing Prospectus, and the Basic Prospectus included in the Registration Statement, as it is to be supplemented by a final prospectus supplement (the Prospectus Supplement) to include information relating to the Notes, including the name of the Underwriter, the price and terms of the offering, the interest rate, maturity date and certain other information relating to the Notes, which will be filed with the Commission pursuant to Rule 424(b) of the Commission's General Rules and Regulations under the Act (the Rules), including all documents then incorporated or deemed to have been incorporated therein by reference, being herein called the Prospectus.

For purposes of this Agreement, the Applicable Time is 12:00 p.m. (New York Time) on the date of this Agreement and the documents listed in Exhibit 3, taken together, collectively being herein called the Pricing Disclosure Package.

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 Underwriter, and the Underwriter agrees to purchase from the Company, $150,000,000 principal amount of the Notes, together aggregating all of the Notes, at a price equal to 99.750% of the principal amount thereof.

2.           Payment and Delivery:  Payment for the Notes shall be made to the Company in immediately available funds or in such other manner as the Company and the Underwriter shall mutually agree upon in writing, upon the delivery of the Notes to the Underwriter against receipt therefor signed by the Underwriter.  Such delivery shall be made at 10:00 A.M., New York Time, on March 16, 2010 (or on such later business day, not more than five business days subsequent to such day, as may be mutually agreed upon by the Company and the Underwriter), at the office of Dewey & LeBoeuf LLP, 1301 Avenue of the Americas, New York, New York 10019, or at such other place as the Company and the Underwriter shall mutually agree in writing.  The time at which payment and delivery are to be made is herein called the Time of Purchase.

The delivery of the Notes shall be made in fully registered form, registered in the name of CEDE & CO., to the offices of The Depository Trust Company in New York, New York and the Underwriter shall accept such delivery on behalf of itself.

3.           Conditions of Underwriter’s Obligations:  The obligations of the Underwriter are subject to the accuracy of the warranties and representations on the part of the Company on the date hereof, at the Applicable Time, and at the Time of Purchase 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 Notes shall be satisfactory in form and substance to Dewey & LeBoeuf LLP, counsel to the Underwriter.

 
(b)
That, at the Time of Purchase, the Underwriter 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 Underwriter with the approval of Dewey & LeBoeuf LLP, counsel to the Underwriter:

 
(1)
Opinion of Jeffrey D. Cross, Esq., or Thomas G. Berkemeyer, Esq., counsel to the Company, substantially in the form heretofore previously provided to the Underwriter; and
 
(2)
Opinion of Dewey & LeBoeuf LLP, counsel to the Underwriter, substantially in the form heretofore previously provided to the Underwriter.
 
 
(c)
That the Underwriter shall have received on the date hereof and shall receive at the Time of Purchase letters from Deloitte & Touche LLP dated the date hereof and the date of the Time of Purchase, respectively, in form and substance satisfactory to the Underwriter (which may refer to the letter previously delivered to the Underwriter, as applicable) (i) confirming that with respect to the Company they are an independent registered public accounting firm within the meaning of the Act and the applicable published rules and regulations of the Commission and the Public Company Accounting Oversight Board (United States) thereunder, (ii) stating that in their opinion the financial statements audited by them and included or incorporated by reference in the Registration Statement, Pricing Prospectus and Prospectus, respectively, 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 three business days prior to the date of each such letter, as applicable, such other matters as the Underwriter reasonably requests.

 
(d)
The pricing term sheet contemplated by Section 6(b) hereof, and any other material required pursuant to Section 433(d), shall have been filed by the Company with the Commission within the applicable time periods prescribed by Rule 433.

 
(e)
That no amendment to the Registration Statement and that no supplement to the Pricing Prospectus or the Prospectus of the Company (other than the Pricing Prospectus or amendments, prospectuses or prospectus supplements relating solely to securities other than the Notes) relating to the Notes and no document which would be deemed incorporated in the Pricing Prospectus or Prospectus by reference filed subsequent to the date hereof and prior to the Time of Purchase shall contain material information substantially different from that contained in the Pricing Prospectus which is unsatisfactory in substance to the Underwriter or unsatisfactory in form to Dewey & LeBoeuf LLP, counsel to the Underwriter.

 
(f)
That, at the Time of Purchase, an appropriate order of the Public Utilities Commission of Ohio (the PUCO) necessary to permit the sale of the Notes to the Underwriter, 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.

 
(g)
That, from the date hereof to the Time of Purchase, there shall not have been any material adverse change in the business, properties or financial condition of the Company from that set forth in the Pricing Prospectus (other than changes referred to in or contemplated by the Pricing Prospectus), and that the Company shall, at the Time of Purchase, have delivered to the Underwriter 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.
 
 
(h)
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 Underwriter herein contained, the Company covenants as follows:

 
(a)
As soon as practicable, and in any event within the time prescribed by Rule 424 under the Act, to file the Prospectus with the Commission and make any other required filings pursuant to Rule 433; as soon as the Company is advised thereof, to advise the Underwriter and confirm the advice in writing of any request made by the Commission for amendments to the Registration Statement, Pricing Prospectus or Prospectus or for additional information with respect thereto or of the entry of an order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Pricing Prospectus or the Prospectus or of the initiation or threat of any proceedings for that purpose and, if such an 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 Underwriter, 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 they are required by law to deliver a prospectus (or required to deliver but for Rule 172 under the Act), 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 Notes) as the Underwriter may reasonably request; and in case the Underwriter is required to deliver a prospectus after the expiration of nine months after the date hereof, to furnish to the Underwriter, upon request, at the expense of the Underwriter, 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 Underwriter 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 (exclusive of exhibits), other than amendments relating solely to securities other than the Notes.

 
(d)
For such period of time (not exceeding nine months) after the date hereof as they are required by law to deliver a prospectus (or required to deliver but for Rule 172 under the Act), if any event shall have occurred as a result of which it is necessary to amend or supplement the Pricing Prospectus or the Prospectus in order to make the statements therein, in the light of the circumstances when the Pricing Prospectus or the Prospectus is delivered to a purchaser, not contain any untrue statement of a material fact or not omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, forthwith to prepare and furnish, at its own expense, to the Underwriter and to dealers (whose names and addresses will be furnished to the Company by the Underwriter) to whom principal amounts of the Notes may have been sold by the Underwriter for the accounts of the Underwriter and, upon request, to any other dealers making such request, copies of such amendments to the Pricing Prospectus or the Prospectus or supplements to the Pricing Prospectus or the Prospectus.

 
(e)
As soon as practicable, the Company will make generally available to its security holders and to the Underwriter an earnings 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 Notes for offer and sale under the securities or “blue sky” laws of such jurisdictions as the Underwriter may designate and shall maintain such qualifications so long as required for the offering and sale of the Notes within six months after the date hereof and itself to pay, or to reimburse the Underwriter and its counsel for, reasonable filing fees and expenses in connection therewith in an amount not exceeding $3,500 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 resales of the Notes by the Underwriter) in connection with the issuance and delivery of the Notes, 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 counsel to the Underwriter, only in the events provided in paragraph (h) of this Section 4 and paragraph (a) of Section 8, the Underwriter hereby agreeing to pay such fees and disbursements in any other event.

 
(h)
If the Underwriter shall not take up and pay for the Notes 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 9 hereof, to pay the fees and disbursements of counsel to the Underwriter, and, if the Underwriter shall not take up and pay for the Notes due to the failure of the Company to comply with any of the conditions specified in Section 3 hereof, to reimburse the Underwriter 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.

 
(i)
During the period from the date hereof and continuing to and including the earlier of (i) the date which is after the Time of Purchase on which the distribution of the Notes ceases, as determined by the Underwriter in its sole discretion, and (ii) the date which is 30 days after the Time of Purchase, the Company agrees not to offer, sell, contract to sell or otherwise dispose of any Notes of the Company or any substantially similar securities of the Company without the consent of the Underwriter.

5.           Warranties of the Company:  The Company represents and warrants to, and agrees with you, as set forth below:

 
(a)
The Registration Statement on its effective date complied with the applicable provisions of the Act and the rules and regulations of the Commission thereunder and the Registration Statement at its effective date and as of the Applicable Time did not, 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 not misleading, the Pricing Disclosure Package as of the Applicable Time did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the Basic Prospectus on the date of this Agreement and the Prospectus as of its date complies, and at the Time of Purchase the Prospectus will comply, with the applicable provisions of the Act and the Trust Indenture Act of 1939, as amended (Trust Indenture Act), and the rules and regulations of the Commission, the Basic Prospectus on the date of this Agreement and the Prospectus when first filed in accordance with Rule 424(b) under the Act do not, and the Prospectus 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 Underwriter with respect to any statements or omissions made in the Registration Statement, the Basic Prospectus, the Pricing Prospectus, any Permitted Free Writing Prospectus or the Prospectus in reliance upon and in conformity with information furnished in writing to the Company by, or through the Underwriter on behalf of, the Underwriter expressly for use in the Registration Statement, the Basic Prospectus or Prospectus, or to any statements in or omissions from that part of the Registration Statement that shall constitute the Statement of Eligibility under the Trust Indenture Act of any indenture trustee under an indenture of the Company.

 
(b)
As of the Time of Purchase, the Indenture will have been duly authorized by the Company and duly qualified under the Trust Indenture Act and, when executed and delivered by the Trustee and the Company, will constitute a legal, valid and binding instrument enforceable against the Company in accordance with its terms and the Notes will have been duly authorized, executed, authenticated and, when paid for by the purchasers thereof, will constitute legal, valid and binding obligations of the Company entitled to the benefits of the Indenture, except as the enforceability thereof may be limited by bankruptcy, insolvency, or other similar laws affecting the enforcement of creditors' rights in general, and except as the availability of the remedy of specific performance is subject to general principles of equity (regardless of whether such remedy is sought in a proceeding in equity or at law), and by an implied covenant of good faith and fair dealing.

 
(c)
The documents incorporated by reference in the Registration Statement or Pricing Prospectus, when they were filed with the Commission, complied in all material respects with the applicable provisions of the Securities Exchange Act of 1934, as amended and the rules and regulations of the Commission thereunder, and as of such time of filing, when read together with the Pricing Prospectus, the Permitted Free Writing Prospectuses and the Prospectus, none of such documents contained an untrue statement of a material fact or omitted 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.  The information contained in a Permitted Free Writing Prospectus listed in Exhibit 3 does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus and no such Permitted Free Writing Prospectus, taken together with the remainder of the Pricing Disclosure Package as of the Applicable Time, did contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

 
(d)
Since the respective dates as of which information is given in the Registration Statement and the Pricing Prospectus, except as otherwise referred to or contemplated therein, there has been no material adverse change in the business, properties or financial condition of the Company.

 
(e)
This Agreement has been duly authorized, executed and delivered by the Company.

 
(f)
The consummation by the Company of the transactions contemplated herein is not in violation of its charter or bylaws, will not result in the violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court having jurisdiction over the Company or its properties, and will not conflict with, or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company under any contract, indenture, mortgage, loan agreement, note, lease or other agreement or instrument to which the Company is a party or by which it may be bound or to which any of its properties may be subject (except for conflicts, breaches or defaults which would not, individually or in the aggregate, be materially adverse to the Company or materially adverse to the transactions contemplated by this Agreement).

 
(g)
No authorization, approval, consent or order of any court or governmental authority or agency is necessary in connection with the issuance and sale by the Company of the Notes or the transactions by the Company contemplated in this Agreement, except (A) such as may be required under the 1933 Act or the rules and regulations thereunder; (B) the qualification of the Indenture under the Trust Indenture Act; (C) the approval of the PUCO; and (D) such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or “Blue Sky” laws.

 
(h)
The consolidated financial statements of the Company and its consolidated subsidiaries together with the notes thereto, included or incorporated by reference in the Pricing Prospectus and the Prospectus present fairly the financial position of the Company at the dates or for the periods indicated; said consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles applied, apart from reclassifications disclosed therein, on a consistent basis throughout the periods involved; and the selected consolidated financial information of the Company included in the Pricing Prospectus and the Prospectus presents fairly the information shown therein and has been compiled, apart from reclassifications disclosed therein, on a basis consistent with that of the audited financial statements of the Company included or incorporated by reference in the Pricing Prospectus and the Prospectus.

 
(i)
There is no pending action, suit, investigation, litigation or proceeding, including, without limitation, any environmental action, affecting the Company before any court, governmental agency or arbitration that is reasonably likely to have a material adverse effect on the business, properties, financial condition or results of operations of the Company, except as disclosed in the Pricing Prospectus.

 
(j)
At the determination date for purposes of the Notes within the meaning of Rule 164(h) under the Act, the Company was not an “ineligible issuer” as defined in Rule 405 under the Act.

 
(k)
The Company has not made any filings pursuant to the Securities Exchange Act of 1934, as amended, or the rules and regulations thereunder, within 24 hours preceding the Applicable Time.

The Company's 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 Notes hereunder.

6.           Free Writing Prospectuses:

 
(a)
The Company represents and agrees that, without the prior consent of the Underwriter, it has not made and will not make any offer relating to the Notes that would constitute a “free writing prospectus” as defined in Rule 405 under the Act, other than a Permitted Free Writing Prospectus; the Underwriter, represents and agrees that, without the prior consent of the Company and the Underwriter, it has not made and will not make any offer relating to the Notes that would constitute a “free writing prospectus,” as defined in Rule 405 under the Act, other than a Permitted Free Writing Prospectus or one or more free writing prospectuses that contain only preliminary or final terms of the Notes (which may include prices of bonds from comparable issuers) and is not required to be filed by the Company pursuant to Rule 433 or one or more free writing prospectuses that contains information substantially the same as the information contained in Exhibit 2 hereto (an “Underwriter Free Writing Prospectus”); any such free writing prospectus the use of which has been consented to by the Company and the Underwriter (which shall include the pricing term sheet discussed in Section 6(b)) is listed in Exhibit 3 and herein called a “Permitted Free Writing Prospectus.”

 
(b)
The Company agrees to prepare a pricing term sheet, substantially in the form of Exhibit 2 hereto and approved by the Underwriter, and to file such pricing term sheet pursuant to Rule 433(d) under the Securities Act within the time period prescribed by such Rule.

 
(c)
The Company and the Underwriter has complied and will comply with the requirements of Rule 433 applicable to any other Permitted Free Writing Prospectus, including timely Commission filing where required and legending.

 
(d)
The Company and the Underwriter agrees that if at any time following issuance of a Permitted Free Writing Prospectus any event occurred or occurs as a result of which such Permitted Free Writing Prospectus would conflict in any material respect with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances then prevailing, not misleading, then (i) the party that first becomes aware of the foregoing will give prompt notice thereof to the Underwriter and/ or the Company, as applicable, and, (ii) if requested by the Underwriter or the Company, as applicable, the Company will prepare and furnish without charge a Permitted Free Writing Prospectus or other document which will correct such conflict, statement or omission.

 
(e)
The Underwriter agrees that (i) no information that is conveyed to investors by such Underwriter has been or will be inconsistent with the information contained in the Pricing Disclosure Package, and (ii) if the Underwriter shall use an Underwriter Free Writing Prospectus that contains information in addition to, or in conflict with, the Pricing Disclosure Package, the liability arising from its use of such additional or conflicting information shall be the sole responsibility of the Underwriter using such Underwriter Free Writing Prospectus; provided, however, that, for the avoidance of doubt, this clause 6(e)(ii) shall not be interpreted as tantamount to the indemnification obligations contained in Section 8(b) hereof.

7.           Warranties of Underwriter: The Underwriter warrants and represents that the information furnished in writing to the Company through the Underwriter for use in the Registration Statement, in the Basic Prospectus, in any Permitted Free Writing Prospectus,  in the Pricing Prospectus, in the Prospectus, or in the Prospectus as amended or supplemented is correct as to the Underwriter.  The warranties and representations of the Underwriter 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 Notes hereunder.

8.           Indemnification and Contribution:

 
(a)
To the extent permitted by law, the Company agrees to indemnify and hold the Underwriter harmless, the Underwriter’s employees, agents, officers and directors and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Underwriter, it or any of you or them may become subject under the Act or otherwise, and to reimburse the Underwriter, it or any of you or them, for any legal or other expenses incurred by you or them in connection with defending any action, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon (i) any alleged untrue statement or untrue statement of a material fact contained in (A) the Registration Statement, (B) the Basic Prospectus (if used prior to the effective date of this Agreement), (C) the Pricing Prospectus, (D) any Permitted Free Writing Prospectus, (E) any “issuer free writing prospectus” (as defined in Rule 433 under the Act) or (F) the Prospectus, or (G) if the Company shall furnish or cause to be furnished to the Underwriter any amendments or any supplements to the Pricing Prospectus or the Prospectus, in the Pricing Prospectus or the Prospectus as so amended or supplemented except to the extent that such amendments or supplements relate solely to securities other than the Notes (provided that if such Prospectus or such Prospectus, as amended or supplemented, is used after the period of time referred to in Section 4(b) hereof, it shall contain such amendments or supplements as the Company deems necessary to comply with Section 10(a) of the Act), or (ii) arise out of or are based upon any alleged omission or 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, or untrue statement or omission which was made in the Registration Statement, in the Basic Prospectus, in the Pricing Prospectus, in any Permitted Free Writing Prospectus, in any “issuer free writing prospectus” (as defined in Rule 433 under the Act) 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 by or through the Underwriter expressly for use therein or with any statements in or omissions from that part of the Registration Statement that shall constitute the Statement of Eligibility under the Trust Indenture Act of any indenture trustee under an indenture of the Company.  The Underwriter agrees promptly after its receipt of written notice of the commencement of any action in respect to which indemnity from the Company on account of its agreement contained in this Section 8(a) may be sought by the Underwriter, or by any person controlling any the Underwriter, to notify the Company in writing of the commencement thereof, but the omission so to notify the Company of any such action shall not release the Company from any liability which it may have to the Underwriter or to such controlling person otherwise than on account of the indemnity agreement contained in this Section 8(a).  In case any such action shall be brought against the Underwriter or any such controlling person and the Underwriter shall notify the Company of the commencement 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 (such counsel to be reasonably acceptable to the indemnified party), 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 Underwriter or any controlling 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 Underwriter’s or controlling person’s expense 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 an Underwriter or any controlling person and the Company and such Underwriter or any controlling person shall have been advised by its counsel that a conflict of interest between the Company and the Underwriter or any controlling person may arise (and the Company’s counsel shall have concurred in good faith 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 Underwriter or any controlling person (plus any local counsel retained by the Underwriter or any controlling person in their reasonable judgment), which firm (or firms) shall be designated in writing by the Underwriter or any controlling person).

 
(b)
The Underwriter 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 8(a) hereof, but only with respect to untrue statements or alleged untrue statements or omissions or alleged omissions made in the Registration Statement, or in the Basic Prospectus, or in the Pricing Prospectus, or in any Permitted Free Writing Prospectus, 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 by the Underwriter on behalf of such Underwriter expressly for use therein.  The Company agrees promptly after the receipt by it of written notice of the commencement of any action in respect to which indemnity from you on account of your agreement contained in this Section 8(b) may be sought by the Company, or by any person controlling the Company, to notify you in writing of the commencement thereof, but the Company’s omission so to notify you of any such action shall not release you from any liability which you may have to the Company or to such controlling person otherwise than on account of the indemnity agreement contained in this Section 8(b).

 
(c)
If recovery is not available or insufficient to hold the indemnified party harmless under Section 8(a) or 8(b) hereof for any reason other than as specified therein, the indemnified party shall be entitled to contribution for any and all losses, claims, damages, liabilities and expenses for which such indemnification is so unavailable or insufficient under this Section 8(c).  In determining the amount of contribution to which such indemnified party is entitled, there shall be considered the portion of the proceeds of the offering of the Notes realized by the Company on the one hand and the Underwriter on the other hand, the relative knowledge and access to information concerning the matter with respect to which the claim was asserted, the opportunity to correct and prevent any statement or omission, and any equitable considerations appropriate under the circumstances.  The Company and the Underwriter agree that it would not be equitable if the amount of such contribution were determined by pro rata or per capita allocation (even if the Underwriter were treated as one entity for such purpose) without reference to the considerations called for in the previous sentence.  No Underwriter or any person controlling the Underwriter shall be obligated to contribute any amount or amounts hereunder which in the aggregate exceeds the total price of the Notes purchased by the Underwriter under this Agreement, less the aggregate amount of any damages which such Underwriter and its controlling persons have otherwise been required to pay in respect of the same claim or any substantially similar claim.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

 
(d)
No indemnifying party shall, without the prior written consent of the   indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 8 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of such indemnified party.

 
(e)
In no event shall any indemnifying party have any liability or responsibility in respect of the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim effected without its prior written consent.
 
The agreements contained in this Section 8 hereof 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 Notes hereunder.

9.           Termination of Agreement by the Underwriter:  This Agreement may be terminated at any time prior to the Time of Purchase by the Underwriter if, after the execution and delivery of this Agreement and prior to the Time of Purchase, in the Underwriter's reasonable judgment, the Underwriter's ability to market the Notes 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 trading in the securities of the Company shall have been suspended by the New York Stock Exchange, or

 
(ii)
there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war or other national or international calamity or crisis, 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 the Company's debt securities by Moody's Investors Services, Inc. (Moody's) or Standard & Poor's Ratings Group (S&P) or either Moody's or S&P shall publicly announce that it has such debt securities under consideration for possible further downgrade.
 
If the Underwriter elects to terminate this Agreement, as provided in this Section 9, the Underwriter 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 Underwriter for any reason permitted hereunder, or if the sale of the Notes to the Underwriter 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 Underwriter 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 Underwriter shall be under no liability to the Company nor be under any liability under this Agreement to one another.

10.           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 Underwriter, to the Underwriter at Barclays Capital Inc., 745 Seventh Avenue, New York, New York, 10019, Attention: Syndicate Registration, Facsimile:  646-834-8133, and if to the Company, to Columbus Southern Power Company, c/o American Electric Power Service Corporation, 1 Riverside Plaza, Columbus, Ohio 43215, Attention: General Counsel (fax 614-716-1687).

11.           Parties in Interest:  The agreement herein set forth has been and is made solely for the benefit of the Underwriter, 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 Section 8 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.  The Company acknowledges and agrees that in connection with all aspects of each transaction contemplated by this Underwriting Agreement, the Company and the Underwriter have an arms length business relationship that creates no fiduciary duty on the part of any party and each expressly disclaims any fiduciary relationship.

12.           Definition of Certain Terms:  The term “Underwriter”, as used herein, shall be deemed to mean the representative or representatives designated by, or in the manner authorized by, the Underwriter.  The term “successors” as used in this Agreement shall not include any purchaser, as such purchaser, of any of the Notes from the Underwriter.

13.           Conditions of the Company's Obligations:  The obligations of the Company hereunder are subject to the Underwriter’s performance of is obligations hereunder, and the further condition that at the Time of Purchase the PUCO shall have issued appropriate orders, and such orders shall remain in full force and effect, authorizing the transactions contemplated hereby.

14.           Applicable Law:  This Agreement will be governed and construed in accordance with the laws of the State of New York.

15.           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.

COLUMBUS SOUTHERN POWER COMPANY


By:         /s/ Renee V. Hawkins                                                      
Name:    Renee V. Hawkins
Title:     Assistant Treasurer



BARCLAYS CAPITAL INC.
as Underwriter


By:           /s/ Pamela Kendall                                
Name:      Pamela Kendall
Title:        Director



 
 

 

EXHIBIT 1
Filed pursuant to Rule 433
Registration No. 333-150603
March 11, 2010
PRICING TERM SHEET

Underwriting Agreement dated March 11, 2010

Issuer:
Columbus Southern Power Company
Designation:
Floating Rate Notes, Series A, due 2012
Principal Amount:
$150,000,000
Maturity:
March 16, 2012
Interest:
Floating rate based on the three-month LIBOR rate (calculated as described in the Preliminary Prospectus Supplement dated March 11, 2010) plus 0.40%; reset quarterly, and payable quarterly on March 16, June 16, September 16 and December 16, commencing June 16, 2010
Public Offering Price:
100% of the principal amount thereof
Redemption Terms:
The Floating Rate Notes are not redeemable.
Minimum Denomination:
$1,000
Underwriter:
Barclays Capital Inc.
Transaction Date:
March 11, 2010
Settlement Date:
March 16, 2010 (T+3)
Day Count Convention:
Actual/360, modified following business day, adjusted for period end dates
CUSIP:
199575AX9
Ratings:
A3 by Moody’s Investors Service, Inc.
BBB by Standard & Poor’s Ratings Services
A- by Fitch Ratings Ltd.

Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering.  You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov.  Alternatively, the issuer, the underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll-free at 1-888-603-5847.

 
 

 

EXHIBIT 2


PRICING DISCLOSURE PACKAGE


1)
Prospectus dated May 12, 2008
2)
Preliminary Prospectus Supplement dated March 11, 2010 (including Incorporated Documents)
3)
Permitted Free Writing Prospectuses
 
a)           Pricing Term Sheet attached as Exhibit 1 hereto


 
 

 

exhibit4a.htm
Exhibit 4(a)

March 16, 2010

Company Order and Officers' Certificate
Floating Rate Notes, Series A, due 2012

Deutsche Bank Trust Company Americas
60 Wall Street
New York, New York 10005

Ladies and Gentlemen:

Pursuant to Article Two of the Indenture, dated as of September 1, 1997 (as it may be amended or supplemented, the "Indenture"), from Columbus Southern Power Company (the "Company") to Deutsche Bank Trust Company Americas, as trustee (the "Trustee"), and the Board Resolutions dated June 30, 2009, a copy of which certified by the Secretary or an Assistant Secretary of the Company is being delivered herewith under Section 2.01 of the Indenture, and unless otherwise provided in a subsequent Company Order pursuant to Section 2.04 of the Indenture,

1.
The Company's Floating Rate Notes, Series A, due 2012 (the "Notes") are hereby established. The Notes shall be in substantially the form attached hereto as Exhibit 1.

2.
The terms and characteristics of the Notes shall be as follows (the numbered clauses set forth below correspond to the numbered subsections of Section 2.01 of the Indenture, with terms used and not defined herein having the meanings specified in the Indenture or in the Notes):

 
(i)
the aggregate principal amount of Notes which may be authenticated and delivered under the Indenture shall be limited to $150,000,000, except as contemplated in Section 2.01(i) of the Indenture;

 
(ii)
the date on which the principal of the Notes shall be payable shall be March 16, 2012 ("Stated Maturity");

 
(iii)
interest on the Notes shall be payable on March 16, June l6, September 16 and December 16 of each year (each, an "Interest Payment Date"), commencing on June 16, 2010 and shall accrue from and including the date of authentication of the Notes to, but excluding, June 16, 2010, and thereafter, from and including each Interest Payment Date to, but excluding, the next succeeding Interest Payment Date or Stated Maturity, as the case may be; the Regular Record Date for the determination of holders to whom interest is payable on any such Interest Payment Date shall be the fifteenth calendar day preceding the relevant Interest Payment Date; provided that interest payable on Stated Maturity shall be paid to the Person to whom principal shall be paid;  If any Interest Payment Date (other than at the Stated Maturity) is not a Business Day, then such Interest Payment Date shall be the next succeeding Business Day, except that if such Business Day is in the next calendar month, such Interest Payment Date shall be the immediately preceding Business Day.  If the Stated Maturity of this Note falls on a day that is not a Business Day, the payment of principal and interest will be made on the next succeeding Business Day, and no interest shall accrue on such amounts for the period from and after such Stated Maturity;

 
(iv)
the Notes will bear interest for each quarterly Interest Period at a per annum rate ("Interest Rate") determined by the Calculation Agent, subject to the maximum interest rate permitted by New York or other applicable state law, as such law may be modified by United States law of general application.  The Interest Rate for each Interest Period will be equal to LIBOR on the Interest Determination Date for such Interest Period plus 0.40%; provided, however,  that in certain circumstances described below, the Interest Rate will be determined  by substituting bank quotations for LIBOR or by using LIBOR from the previous Interest Period, in each case plus the applicable spread.

If the following circumstances exist on any Interest Determination Date, the Calculation Agent shall determine the Interest Rate for the Notes as follows:

(1)  If such rate does not appear on the Reuters LIBOR01 Page as of 11:00 a.m. (London time) on the Interest Determination Date for that Interest Period, LIBOR will be determined on the basis of the rates at which deposits in U.S. dollars for the Interest Period and in a principal amount of not less than $1,000,000 are offered to prime banks in the London interbank market by four major banks in the London interbank market, which may include affiliates of the underwriter, selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., London time, on the Interest Determination Date for that Interest Period. The Calculation Agent will request the principal London office of each such bank to provide a quotation of its rate.  If at least two such quotations are provided, LIBOR with respect to that Interest Period will be the arithmetic mean of such quotations, and the Interest Rate on the Notes for that Interest Period shall be equal to LIBOR so calculated plus 0.40%.

(2)  If fewer than two quotations are provided, LIBOR with respect to that Interest Period will be the arithmetic mean of the rates quoted by three major banks in New York City, which may include affiliates of the underwriters, selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., New York City time, on the first day of that Interest Period for loans in U.S. dollars to leading European banks for that Interest Period and in a principal amount of not less than $1,000,000. However, if fewer than three banks selected by the Calculation Agent to provide quotations are quoting as described above, LIBOR for that Interest Period will be the same as LIBOR as determined for the previous Interest Period. The establishment of LIBOR by the Calculation Agent shall (in the absence of manifest error) be final and binding.  In this case, the Interest Rate on the Notes for the applicable Interest Period shall be equal to LIBOR so calculated plus 0.40%
 
(3)  All percentages resulting from any calculation of the interest rate on Floating Rate Notes will be rounded, if necessary, to the nearest one-hundred thousandth of a percentage point, with five one-millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655) and 9.876544% (or .09876544) being rounded to 9.87654% (or .0987654)), and all dollar amounts used in or resulting from such calculation will be rounded to the nearest cent (with one-half cent being rounded upwards).

 
 
(v)  
This Note is not redeemable prior to maturity.
 
 
(vi)(a)
the Notes shall be issued in the form of a Global Note;  (b) the Depositary for such Global Note shall be The Depository Trust Company; and (c) the procedures with respect to transfer and exchange of Global Notes shall be as set forth in the form of Note attached hereto;
 
 
(vii)
the title of the Notes shall be "Floating Rate Notes, Series A, due 2012";

 
(viii)
the form of the Notes shall be as set forth in Paragraph 1, above;

 
(ix)
see item (iv) above;

 
(x)
the Notes shall not be subject to a Periodic Offering;

 
(xi)
not applicable;

 
(xii)
not applicable;

 
(xiii)
not applicable;

 
(xiv)
the Notes shall be issuable in denominations of $1,000 and any integral multiple thereof;

 
(xv)
not applicable;

 
(xvi)
the Notes shall not be issued as Discount Securities;
 
 
(xvii)
not applicable;
   
 
(xviii)
see item (iv) above; and
 
 
(xix) 
Limitation on Liens:
 
So long as any of the Notes are outstanding, the Company will not create or suffer to be created or to exist any additional mortgage, pledge, security interest, or other lien (collectively "Liens") on any of its utility properties or tangible assets now owned or hereafter acquired to secure any indebtedness for borrowed money ("Secured Debt"), without providing that the Notes will be similarly secured.  This restriction does not apply to the Company's subsidiaries, nor will it prevent any of them from creating or permitting to exist Liens on their property or assets to secure any Secured Debt.  In addition, this restriction does not prevent the creation or existence of:

 
(a)
Liens on property existing at the time of acquisition or construction of such property (or created within one year after completion of such acquisition or construction), whether by purchase, merger, construction or otherwise, or to secure the payment of all or any part of the purchase price or construction cost thereof, including the extension of any Liens to repairs, renewals, replacements, substitutions, betterments, additions, extensions and improvements then or thereafter made on the property subject thereto;

 
(b)
Financing of the Company's accounts receivable for electric service;

 
(c)
Any extensions, renewals or replacements (or successive extensions, renewals or replacements), in whole or in part, of liens permitted by the foregoing clauses; and

 
(d)
The pledge of any bonds or other securities at any time issued under any of the Secured Debt permitted by the above clauses.

In addition to the permitted issuances above, Secured Debt not otherwise so permitted may be issued in an amount that does not exceed 15% of Net Tangible Assets as defined below.

"Net Tangible Assets" means the total of all assets (including revaluations thereof as a result of commercial appraisals, price level restatement or otherwise) appearing on the Company's balance sheet, net of applicable reserves and deductions, but excluding goodwill, trade names, trademarks, patents, unamortized debt discount and all other like intangible assets (which term shall not be construed to include such revaluations), less the aggregate of the Company's current liabilities appearing on such balance sheet.  For purposes of this definition, the Company's balance sheet does not include assets and liabilities of its subsidiaries.

This restriction also does not apply to or prevent the creation or existence of leases made, or existing on property acquired, in the ordinary course of business.

3.           You are hereby requested to authenticate $150,000,000 aggregate principal amount of Floating Rate Notes, Series A, due 2012, executed by the Company and delivered to you concurrently with this Company Order and Officers' Certificate, in the manner provided by the Indenture.

4.           You are hereby requested to hold the Notes as custodian for DTC in accordance with the Blanket Issuer Letter of Representations dated November 20, 2003, from the Company to DTC.

5.           Concurrently with this Company Order and Officers' Certificate, an Opinion of Counsel under Sections 2.04 and 13.06 of the Indenture is being delivered to you.
 
6.           The undersigned Renee V. Hawkins and Thomas G. Berkemeyer, the Assistant Treasurer and Assistant Secretary, respectively, of the Company do hereby certify that:

 
(i)
we have read the relevant portions of the Indenture, including without limitation the conditions precedent provided for therein relating to the action proposed to be taken by the Trustee as requested in this Company Order and Officers' Certificate, and the definitions in the Indenture relating thereto;

 
(ii)
we have read the Board Resolutions of the Company and the Opinion of Counsel referred to above;

 
(iii)
we have conferred with other officers of the Company, have examined such records of the Company and have made such other investigation as we deemed relevant for purposes of this certificate;

 
(iv)
in our opinion, we have made such examination or investigation as is necessary to enable us to express an informed opinion as to whether or not such conditions have been complied with; and

 
(v)
on the basis of the foregoing, we are of the opinion that all conditions precedent provided for in the Indenture relating to the action proposed to be taken by the Trustee as requested herein have been complied with.


 
 

 

Kindly acknowledge receipt of this Company Order and Officers' Certificate, including the documents listed herein, and confirm the arrangements set forth herein by signing and returning the copy of this document attached hereto.

Very truly yours,

COLUMBUS SOUTHERN POWER COMPANY


By:           /s/ Renee V. Hawkins                                                      
Assistant Treasurer


And:      /s/ Thomas G. Berkemeyer                                                                .
Assistant Secretary



Acknowledged by Trustee:

 DEUTSCHE BANK TRUST COMPANY AMERICAS

BY:  DEUTSCHE BANK NATIONAL TRUST COMPANY


By:          /s/ David Contino                                                      .
Authorized Signatory


 
 

 
Exhibit 1

Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) to the issuer or its agent for registration of transfer, exchange or payment, and any certificate to be issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., 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.  Except as otherwise provided in Section 2.11 of the Indenture, this Security may be transferred, in whole but not in part, only to another nominee of the Depository or to a successor Depository or to a nominee of such successor Depository.

No.   R1

COLUMBUS SOUTHERN POWER COMPANY
Floating Rate Notes, Series A, due 2012


CUSIP:  199575AX9                                                                                                Original Issue Date:  March 16, 2010

Stated Maturity: March 16, 2012

Principal Amount:  $150,000,000

Redeemable:                      Yes [ ]                                No [X]
In Whole:                           Yes [ ]                                No [X]
In Part:                                Yes [ ]                                No [X]

COLUMBUS SOUTHERN 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 Amount specified above on the Stated Maturity specified above, and to pay interest on said Principal Amount on March 16, June 16, September16 and December 16 of each year, commencing on June 16, 2010 at the per annum interest rate  determined by the Calculation Agent on each Interest Determination Date, as such terms are defined herein, until the Principal Amount shall have been paid or duly provided for.  The amount of interest payable on any Interest Payment Date shall be computed on the basis of the actual number of days for which interest is payable in the relevant Interest Period, divided by 360.

The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, as provided in the Indenture, as hereinafter defined, shall be paid to the Person in whose name this Note (or one or more Predecessor Securities) shall have been registered at the close of business on the fifteenth calendar day before each Interest Payment Date (the "Regular Record Date") provided that interest payable on the Stated Maturity shall be paid to the Person to whom principal is paid.  Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the registered holder on such Regular Record Date and shall be paid as provided in said Indenture.

If any Interest Payment Date (other than at the Stated Maturity) is not a Business Day, then such Interest Payment Date shall be the next succeeding Business Day, except that if such Business Day is in the next calendar month, such Interest Payment Date shall be the immediately preceding Business Day.  If the Stated Maturity of this Note falls on a day that is not a Business Day, the payment of principal and interest will be made on the next succeeding Business Day, and no interest shall accrue on such amounts for the period from and after such Stated Maturity.  The principal of and the interest on this Note shall be payable at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, the City of New York, New York, 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 (other than interest payable on the Stated Maturity) may be made at the option of the Company by check mailed to the registered holder at such address as shall appear in the Security Register or by wire transfer to the account designated by the person entitled thereto.

This Note is one of a duly authorized series of Notes of the Company (herein sometimes referred to as the "Notes"), 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, 1997 duly executed and delivered between the Company and Deutsche Bank Trust Company Americas (formerly Bankers Trust Company), a corporation organized and existing under the laws of the State of New York, as Trustee (herein referred to as the "Trustee") (such Indenture, as originally executed and delivered and as thereafter supplemented and amended being hereinafter referred to as the "Indenture"), to which Indenture and all indentures supplemental thereto or Company Orders 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 registered holders of the Notes.  By the terms of the Indenture, the Notes 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 Note is one of the series of Notes designated on the face hereof.

 This Note may not be redeemed by the Company prior to maturity.

This Note will bear interest for each quarterly Interest Period at a per annum rate ("Interest Rate") determined by the Calculation Agent, subject to the maximum interest rate permitted by New York or other applicable state law, as such law may be modified by United States law of general application.  The Interest Rate for each Interest Period will be equal to LIBOR on the Interest Determination Date for such Interest Period plus 0.40%; provided, however, that in certain circumstances described below, the Interest Rate will be determined without reference to LIBOR.  Promptly upon such determination, the Calculation Agent will notify the Trustee for the Notes, if the person serving as the Trustee is not then serving as the Calculation Agent, of the Interest Rate for the new Interest Period.  The Interest Rate determined by the Calculation Agent, absent manifest error, shall be binding and conclusive upon the beneficial owners and registered holders of this Note, the Company and the Trustee for the Notes.

Interest on this Note will accrue from and including the Original Issue Date specified above to, but excluding, June 16, 2010, and thereafter, from and including each Interest Payment Date to, but excluding, the next succeeding Interest Payment Date or Stated Maturity, as the case may be.

"Business Day" means, with respect to this Note, any day that is not a day on which banking institutions in New York City are authorized or required by law or regulation to close.

"Calculation Agent" means Deutsche Bank Trust Company Americas, or its successor appointed by the Company, acting as calculation agent.

"Interest Determination Date" means the second London Business Day immediately preceding the first day of the relevant Interest Period.

"Interest Period" means the period commencing on an Interest Payment Date (or commencing on the Original Issue Date, if no interest has been paid or duly made available for payment since that date) and ending on the day before the next succeeding Interest Payment Date.

"LIBOR" means, with respect to any Interest Period, the rate (expressed as a percentage per annum) for deposits in U.S. dollars for a three-month period commencing on the first day of that Interest Period and ending on the next interest payment date that appears on Reuters LIBOR01 Page as of 11:00 a.m. (London time) on the Interest Determination Date for that Interest Period. If such rate does not appear on the Reuters LIBOR01 Page as of 11:00 a.m. (London time) on the Interest Determination Date for that Interest Period, LIBOR will be determined on the basis of the rates at which deposits in U.S. dollars for the Interest Period and in a principal amount of not less than $1,000,000 are offered to prime banks in the London interbank market by four major banks in the London interbank market, which may include affiliates of one or more of the underwriters, selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., London time on the Interest Determination Date for that Interest Period. The Calculation Agent will request the principal London office of each such bank to provide a quotation of its rate. If at least two such quotations are provided, LIBOR with respect to that Interest Period will be the arithmetic mean of such quotations. If fewer than two quotations are provided, LIBOR with respect to that Interest Period will be the arithmetic mean of the rates quoted by three major banks in New York City, which may include affiliates of one or more of the underwriters, selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., New York City time, on the first day of that Interest Period for loans in U.S. dollars to leading European banks for that Interest Period and in a principal amount of not less than $1,000,000. However, if fewer than three banks selected by the Calculation Agent to provide quotations are quoting as described above, LIBOR for that Interest Period will be the same as LIBOR as determined for the previous Interest Period. The establishment of LIBOR by the Calculation Agent shall (in the absence of manifest error) be final and binding.  We will pay the principal of the Notes and interest payable at maturity in immediately available funds at the office of Deutsche Bank Trust Company Americas, 60 Wall Street, New York, New York.

"London Business Day" means a day other than a Saturday or Sunday that is not a day on which banking institutions in London, England and New York, New York are authorized or obligated by law or executive order to be closed and a day on which dealings in deposits in U. S. dollars are transacted, or with respect to any future date are expected to be transacted, in the London interbank market.

“Reuters LIBOR01 Page” means the display so designated as the Reuters 3000 Xtra (or such other page as may replace that page or that service, or such other service as may be nominated as the information vendor, for the purpose of displaying rates as prices comparable to the London Interbank Offered rate for U.S. dollar deposits).

Upon request, the Calculation Agent will provide the current Interest Rate and, if determined, the Interest Rate which will become effective for the next Interest Period.

All percentages resulting from any calculation of the Interest Rate will be rounded, if necessary, to the nearest one-hundred thousandth of a percentage point, with five one-millionths of a percentage point rounded upwards, and all dollar amounts used in or resulting from such calculation will be rounded to the nearest cent (with one-half cent being rounded upwards).

In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing, the principal of all of the Notes 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 Note 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 registered holders of not less than a majority in aggregate principal amount of the Notes 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 registered holders of the Notes; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of any Notes 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, or reduce the amount of the principal of a Discount Security that would be due and payable upon a declaration of acceleration of the maturity thereof pursuant to the Indenture, without the consent of the registered holder of each Note then outstanding and affected; (ii) reduce the aforesaid percentage of Notes, the registered holders of which are required to consent to any such supplemental indenture, or reduce the percentage of Notes, the registered holders of which are required to waive any default and its consequences, without the consent of the registered holder of each Note then outstanding and affected thereby; or (iii) modify any provision of Section 6.01(c) of the Indenture (except to increase the percentage of principal amount of securities required to rescind and annul any declaration of amounts due and payable under the Notes), without the consent of the registered holder of each Note then outstanding and affected thereby.  The Indenture also contains provisions permitting the registered holders of a majority in aggregate principal amount of the Notes of all series at the time outstanding affected thereby, on behalf of the registered holders of the Notes 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 Notes of such series.  Any such consent or waiver by the registered holder of this Note (unless revoked as pro­vided in the Indenture) shall be conclusive and binding upon such registered holder and upon all future registered holders and owners of this Note and of any Note 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 Note.

No reference herein to the Indenture and no provision of this Note 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 Note at the time and place and at the rate and in the money herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, this Note is transferable by the registered holder hereof on the Security Register of the Company, upon surrender of this Note for registration of transfer at the office or agency of the Company as may be designated by 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 Notes 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 Note, the Company, the Trustee, any paying agent and any Security Registrar may deem and treat the registered holder hereof as the absolute owner hereof (whether or not this Note shall be overdue and notwithstanding any notice of ownership or writing hereon made by anyone other than the Security 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 Security 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 Note, 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.

The Notes of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof.  As provided in the Indenture and subject to certain limitations, Notes of this series are exchangeable for a like aggregate principal amount of Notes of this series of a different authorized denomination, as requested by the registered holder surrendering the same.

All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

This Note 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.


 
 

 

IN WITNESS WHEREOF, the Company has caused this Instrument to be executed.


COLUMBUS SOUTHERN POWER COMPANY


By:           /s/ Renee V. Hawkins                                           
Name:      Renee V. Hawkins
Title:        Assistant Treasurer
Attest:


By:           /s/ Thomas G. Berkemeyer                                           
Name:     Thomas G. Berkemeyer
Title:       Assistant Secretary








 
 

 

CERTIFICATE OF AUTHENTICATION


This is one of the Notes of the series of Notes designated in accordance with, and referred to in, the within-mentioned Indenture.

Dated:  March 16, 2010

DEUTSCHE BANK TRUST COMPANY AMERICAS

BY:  DEUTSCHE BANK NATIONAL TRUST COMPANY


By:           /s/ David Contino                                
                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 Note and all rights thereunder, hereby
________________________________________________________________
irrevocably constituting and appointing such person attorney to
________________________________________________________________
transfer such Note 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 Note 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").




 
 

 

exhibit5a.htm
Exhibit 5(a)



 
 
 
 
 
 
Barclays Capital Inc.
   as the Underwriter named in the Underwriting Agreement


March 16, 2010



Ladies and Gentlemen:

I am an employee of American Electric Power Service Corporation, an affiliate of Columbus Southern Power Company (the “Company”), and have acted as counsel to the Company in connection with the purchase by Barclays Capital Inc. (the “Underwriter”) of $150,000,000 aggregate principal amount of its Floating Rate Notes, Series A, due 2012 (the “Notes”), issued by the Company pursuant to the Underwriting Agreement, dated March 11, 2010 between the Company and the Underwriter (the “Underwriting Agreement”).

I have examined the Registration Statement on Form S-3, as amended (File No. 333-150603) filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”), as it became effective under the Securities Act (the “Registration Statement”), and the Company’s prospectus, dated May 12, 2008 (the “Basic Prospectus”), as supplemented by a preliminary prospectus supplement dated March 11, 2010, including all documents incorporated by reference therein (the Basic Prospectus as so supplemented, the “Preliminary Prospectus”) and a prospectus supplement, dated March 11, 2010 (the “Prospectus Supplement”, and together with the Basic Prospectus, the “Prospectus”), filed by the Company pursuant to Rule 424(b) of the rules and regulations of the Securities and Exchange Commission (the “Commission”) under the Securities Act, which, pursuant to Form S-3, incorporates by reference or is deemed to incorporate by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2009, (the “Form 10-K”) as filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

I have also examined the free writing prospectus prepared by the Company (the “Permitted Free Writing Prospectus”) and filed under Rule 433 of the Securities Act.  The documents listed in Exhibit 3 to the Underwriting Agreement taken together, are collectively referred to as the “Pricing Disclosure Package”.  In addition, I also have examined (i) the Indenture, dated as of September 1, 1997, between the Company and Deutsche Bank Trust Company Americas, as Trustee (the “Trustee”), as previously supplemented and as to be further supplemented by a Company Order and Officers’ Certificate (the “Company Order”), dated as of March 16, 2010 (the “Indenture”); (ii) the Underwriting Agreement; and (iii) a duplicate of the global note representing the Notes.  In addition, I have examined, and have relied as to matters of fact upon, the documents delivered to you at closing, and upon originals or copies, certified or otherwise identified to my satisfaction, of such corporate records, agreements, documents and other instruments and such certificates or comparable documents or oral statements of public officials and of officers and representatives of the Company, and have made such other and further investigations as I have deemed relevant and necessary as a basis for the opinions hereinafter set forth.

In such examination, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified or photostatic copies, and the authenticity of the originals of such latter documents.

In furnishing this opinion, with your permission, I have assumed that (i) the Indenture, the Company Order and the Notes have been duly authorized, executed and delivered (and in the case of the Notes, authenticated) by the Trustee; (ii) the Trustee has the power and authority to execute, authenticate, deliver and perform the Indenture and the Notes; (iii) the execution, authorization, delivery and performance of the Indenture and the Notes by the Trustee fully comply in all material respects with all laws, rules, regulations, judgments and orders applicable to the Trustee and its property; and (iv) the Indenture constitutes the valid and legally binding obligation of the Trustee.

Based on the foregoing, and subject to the qualifications, assumptions and limitations stated herein, I am of the opinion that:

(a)
The Company is a corporation duly organized and existing under the laws of the State of Ohio and has due corporate authority to carry on the public utility business in which it is engaged and to own and operate the properties used by it in such business.

(b)
The Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended.

(c)
The Company has full power and authority to execute and deliver the Company Order, and the Indenture and the Company Order have been duly authorized, executed and delivered by the Company and constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their respective terms.  The Underwriting Agreement has been duly authorized, executed and delivered by the Company.

(d)
The Company has full power and authority to execute and deliver the Notes, the Notes have been duly authorized, executed and delivered by the Company, and, upon payment and delivery in accordance with the Underwriting Agreement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits of the Indenture.

(e)
The Public Utilities Commission of Ohio has issued an appropriate order authorizing, among other things, the issuance and the sale of the Notes; such order is sufficient for the issuance and the sale of the Notes; and the issuance and the sale of the Notes in accordance with the Underwriting Agreement are in conformity with the terms of such order.  The Commission has issued an appropriate order under the Securities Act with respect to the sale of the Notes.  No other approval or consent of any governmental body is required for the issuance and the sale of the Notes to you or the performance by the Company of its obligations under the Underwriting Agreement, the Indenture or the Company Order.  I have not considered whether any approval or consent is required under the blue sky laws of any jurisdiction.
 
(f) 
The statements made in the Prospectus under the captions “Description of the Notes” (other than under the heading “Book-Entry Notes – Registration, Transfer, and Payment of Interest and Principal”) and “Supplemental Description of the Floating Rate Notes”, insofar as they purport to constitute summaries of certain terms of documents referred to therein, constitute accurate summaries of the terms of such documents in all material respects.
 
My opinions set forth in paragraphs (c) and (d) above are subject to (1) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally; (2) general equitable principles (whether considered in a proceeding in equity or at law); and (3) an implied covenant of good faith and fair dealing.

I have not independently verified the accuracy, completeness or fairness of the statements made in the Registration Statement, the Prospectus, the Permitted Free Writing Prospectus or the Form 10-K, and I take no responsibility therefore, except as and to the extent set forth in paragraph (f) above.  In connection with, and under the circumstances applicable to the offering of the Notes, I participated in conferences with certain officers and employees of the Company, with representatives of Deloitte & Touche LLP, with your representatives and with your counsel in the course of the preparation by the Company of the Registration Statement,  the Permitted Free Writing Prospectus and the Prospectus (including the Form 10-K) and also reviewed certain records and documents furnished to me by the Company, as well as documents delivered to you at closing.  I did not prepare the Form 10-K; however, I reviewed the Form 10-K prior to its filing with the Commission.

Based upon my review of the Registration Statement, the Prospectus, the Permitted Free Writing Prospectus and the Form 10-K, my reviews made in connection with the preparation of the Registration Statement and the Prospectus, my participation in the conferences referred to above, my review of the records and documents as described above, as well as my understanding of the U.S. federal securities laws and the experience I have gained in my practice thereunder, (i) I advise you that each of the Registration Statement on the date of the Underwriting Agreement, and the Preliminary Prospectus, the Permitted Free Writing Prospectus and the Prospectus, as of their respective dates,  appeared on its face to be appropriately responsive, in all material respects, to the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, except that in each case I express no view with respect to the financial statements or other financial or statistical data contained in, incorporated or deemed incorporated by reference in, or omitted from such documents, and (ii) nothing has come to my attention that causes me to believe that the Registration Statement on the date of the Underwriting Agreement  (including the Form 10-K), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or that the Pricing Disclosure Package, as of the Applicable Time (as defined in the Underwriting Agreement), included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made not misleading, or that the Prospectus (including the Form 10-K), as of its date or as of the date hereof, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that in each case I express no belief with respect to the financial statements or other financial or statistical data contained in, incorporated or deemed incorporated by reference in, or omitted from the Registration Statement, the Prospectus or the Form 10-K.

I am today delivering an executed copy of this opinion to the Trustee and Dewey & LeBoeuf LLP, who are entitled to rely upon this opinion to the same extent as if such opinion were addressed to them.  This opinion is rendered to you, the Trustee and Dewey & LeBoeuf LLP, in connection with the above-described transaction.  This opinion may not be relied upon by you, the Trustee or Dewey & LeBoeuf LLP for any other purpose, or relied upon or furnished to any other person, firm or corporation without my prior written permission.

Very truly yours,


/s/ Thomas G. Berkemeyer                                                      
Thomas G. Berkemeyer