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
SWEPCO CAPITAL I SOUTHWESTERN ELECTRIC POWER
(Exact name of co-registrant as COMPANY
specified in trust agreement) (Exact name of co-registrant as specified
in charter)
Delaware Delaware
(State of incorporation (State of incorporation
or organization) or organization)
75-6504102 72-0323455
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
c/o Southwestern Electric Power Company
428 Travis Street
Shreveport, Louisiana 71156-0001
(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
7.875% Trust Preferred Securities, Series A New York Stock Exchange
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 7.875% Trust
Preferred Securities ("Preferred Securities"), of SWEPCO Capital I, a Delaware
business trust. The Preferred Securities represent undivided beneficial
interests in the assets of SWEPCO Capital I and are guaranteed by Southwestern
Electric Power Company (the "Company"), a Delaware 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 SWEPCO Capital I (Registration Nos. 333-21155 and 333-21155- 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, and
Prospectus Supplement, dated April 30 (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 SWEPCO 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
SWEPCO Capital I (Reg. Nos. 333-
21155 and 333-21155-01).
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 SWEPCO Capital I
(Reg. Nos. 333-21155 and
333-21155-01).
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 SWEPCO Capital I (Reg.
Indenture) Nos. 333-21155 and 333-21155-01).
4(e) Certificate of Trust of Filed as Exhibit 4(e) to the
SWEPCO Capital I Registration Statement of the
Company and SWEPCO Capital I (Reg.
Nos. 333-21155 and 333-21155-01).
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4(f) Trust Agreement of SWEPCO Filed as Exhibit 4(f) to the
Capital I Registration Statement of the
Company and SWEPCO Capital I (Reg.
Nos. 333-21155 and 333-21155-01).
4(g) Form of Amended and Filed as Exhibit 4(g) to the
Restated Trust Agreement of Registration Statement of the
SWEPCO Capital I Company and SWEPCO Capital I (Reg.
Nos.333-21155 and 333-21155-01).
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 SWEPCO Capital I (Reg.
Agreement Nos. 333-21155 and 333-21155-01).
4(i) Form of Guarantee Agreement Filed as Exhibit 4(i) to the
Registration Statement of the
Company and SWEPCO Capital I (Reg.
Nos. 333-21155 and 333-21155-01).
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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: May 6, 1997
SWEPCO CAPITAL I
By: /s/Wendy G. Hargus
Name: Wendy G. Hargus
Not in their individual capacity,
but solely as Trustee
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