AMENDMENT NO. 1 TO
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PSO CAPITAL I PUBLIC SERVICE COMPANY OF OKLAHOMA
(EXACT NAMES OF CO-REGISTRANT (EXACT NAME OF CO-REGISTRANT AS SPECIFIED
AS SPECIFIED IN TRUST IN CHARTER)
AGREEMENT)
DELAWARE OKLAHOMA
(STATE OR OTHER JURISDICTION OF (STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION) INCORPORATION OR ORGANIZATION)
75-6504097 73-0410895
(I.R.S. EMPLOYER IDENTIFICATIONNO.) (I.R.S. EMPLOYER IDENTIFICATION NO.)
>
212 East Sixth Street
Tulsa, Oklahoma 74119-1212
(Address of principal executive offices, including zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on which
Title of each class to be so registered each class is to be registered
8% Trust Originated Preferred Securities, New York Stock Exchange
Series-A
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. [ ]
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(g) of the Act: None
The Commission is respectfully requested to send copies of all notices,
orders and communications to:
ROBERT B. WILLIAMS
JORIS M. HOGAN
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The securities to be registered hereby are 8% Trust Originated Preferred
Securities ("Preferred Securities"), of PSO Capital I, a Delaware business
trust. The Preferred Securities represent undivided beneficial interests in the
assets of PSO Capital I and are guaranteed by Public Service Company of Oklahoma
(the "Company"), an Oklahoma corporation, to the extent set forth in the form of
the Guarantee Agreement by the Company to The Bank of New York, as Guarantee
Trustee (the "Guarantee"). The Guarantee is incorporated by reference to Exhibit
4(i) to the Registration Statement on Form S-3 of the Company and PSO Capital I
(Registration Nos. 333-21153 and 333-21153-01) filed with the Securities and
Exchange Commission (the "Commission") on February 5, 1997. Such registration
statement, as amended (the "Registration Statement"), became effective on April
7, 1997. The particular terms of the Preferred Securities and the Guarantee are
described in the Prospectus, dated April 7, 1997, and Prospectus Supplement,
dated April 24, 1997 (collectively, the "Prospectus") filed with the Commission
pursuant to Rule 424 of the Securities Act of 1933, as amended, in connection
with the Registration Statement. The Prospectus and the form of Guarantee are
incorporated by reference herein as set forth in Item 2 below.
Item 2. Exhibits.
The Preferred Securities described herein are to be registered on the New
York Stock Exchange, on which no other securities of PSO Capital I are
registered. Accordingly the following Exhibits required in accordance with Part
II to the instructions as to Exhibits to Form 8-A have been duly filed with the
New York Stock Exchange. Each Exhibit was previously filed as indicated with the
Commission and is incorporated herein by reference.
Exhibit
Number Description and Method of Filing
1(a) The Prospectus Filed pursuant to Rule 424 in
connection with the Registration
Statement of the Company and PSO
Capital I (Reg. Nos. 333-21153
and 333-21153-01).
4(a) Form of Indenture between Filed as Exhibit 4(a) to the
the Company and The Bank of Registration Statement of the
New York, as Trustee Company and PSO Capital I (Reg.
Nos. 333-21153 and 333-21153-01).
4(d) Form of Junior Subordinated Filed as Exhibit 4(d) to the
Debenture (contained in the Registration Statement of the
Form of Supplemental Company and PSO Capital I (Reg.
Indenture) Nos. 333-21153 and 333-21153-01).
4(e) Certificate of Trust of PSO Filed as Exhibit 4(e) to the
Capital I Registration Statement of the
Company and PSO Capital I (Reg.
Nos. 333-21153 and 333-21153-01).
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4(f) Trust Agreement of PSO Filed as Exhibit 4(f) to the
Capital I Registration Statement of the
Company and PSO Capital I (Reg.
Nos. 333-21153 and 333-21153-01).
4(g) Form of Amended and Filed as Exhibit 4(g) to the
Restated Trust Agreement of Registration Statement of the
PSO Capital I Company and PSO Capital I (Reg.
Nos. 333-21153 and 333-21153-01).
4(h) Form of Preferred Security Filed as Exhibit 4(h) to the
(contained in the Form of Registration Statement of the
Amended and Restated Trust Company and PSO Capital I (Reg.
Agreement Nos. 333-21153 and 333-21153-01).
4(i) Form of Guarantee Agreement Filed as Exhibit 4(i) to the
Registration Statement of the
Company and PSO Capital I (Reg.
Nos. 333-21153 and 333-21153-01).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
Date: April 29, 1997 PSO CAPITAL I
By: /s/WENDY G. HARGUS
Name: Wendy G. Hargus
Not in their individual capacity,
but solely as Trustee
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