SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
AMENDMENT NO. 1
to
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities
Exchange Act of 1934)
_____________________
WEST TEXAS UTILITIES COMPANY
(Name of Issuer)
CENTRAL AND SOUTH WEST CORPORATION
(Name of Person Filing Statement)
Title CUSIP
West Texas Utilities Company,
Cumulative Preferred Stock
4.40% Series 956279 20 2
(Title of Class of Securities)
(CUSIP No. of Class of Securities)
Wendy G. Hargus
Treasurer
Central and South West Corporation
1616 Woodall Rodgers Freeway
Dallas, Texas 75202-1234
(214) 777-1000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person Filing Statement)
April 17, 1997
(Date of Amendment)
Calculation of Filing Fee
Transaction Valuation* Amount of Filing Fee
$4,146,600 $830
*Solely for purposes of calculating the filing fee and computed
pursuant to Section 13(e)(3) of the Securities Exchange Act of 1934, as amended,
and Rule 0-11(b)(1) thereunder, the transaction value equals the total amount of
funds, excluding
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fees and other expenses, required to purchase all outstanding
shares of each class of securities listed above pursuant to the
Offer described in the Offer to Purchase and Proxy Statement
filed as an Exhibit hereto.
[ X ] Check box if any part of the fee is offset as provided
by Rule 0-11(a)(2) and identify the filing with which the
offsetting fee was previously paid. Identify the previous filing
by registration statement number, or the form or schedule and the
date of its filing.
Amount Previously Paid: $830
Form or Registration No.: Schedule 13E-4
Filing Party: Central and South West Corporation
Date Filed: March 18, 1997
This Amendment No. 1 amends and supplements the Issuer
Tender Offer Statement on Schedule 13E-4 (the "Statement") dated
March 18, 1997 filed by Central and South West Corporation, a
Delaware corporation ("CSW"), relating to its offer to purchase
any and all outstanding Shares of 4.40% Series Cumulative
Preferred Stock of West Texas Utilities Company, a Texas
corporation and wholly owned subsidiary of CSW ("WTU"), upon the
terms and subject to the conditions set forth in the Offer to
Purchase and Proxy Statement, dated March 18, 1997 (the "Offer to
Purchase"), and in the Letter of Transmittal and Proxy (which
together constituted the "Offer"), copies of which are attached
as Exhibit 99.(a)(1) and 99.(a)(2) to the Statement.
Only those items of the Statement that are amended and
supplemented hereby are included herein. Unless otherwise
defined herein, all capitalized terms shall have the respective
meanings ascribed to them in the Statement.
Item 1. Security and Issuer
Item 1 of the Statement is hereby amended and supplemented
by adding thereto the following:
(b)(i) CSW is amending the Offer contained in the Offer to
Purchase and the Letter of Transmittal and Proxy to waive the
condition of the Offer that an amendment to WTU's Restated
Articles of Incorporation must be approved and adopted at a
special meeting of WTU's shareholders which has been adjourned to
9:45 a.m., Central Time, on Monday April 28, 1997 at WTU's headquarters
in Abilene, Texas.
(b)(ii) The Offer contained in the Offer to Purchase and
the Letter of Transmittal and Proxy is also being amended to
extend the Expiration Date (as defined in the Offer to Purchase)
of the Offer until 10:00 a.m., Central Time, on Monday, April 28,
1997.
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A press release issued by CSW and announcing the amendment
of the Offer is attached hereto as Exhibit 99.(a)(10).
All other terms and conditions of the Offer remain
unchanged.
Item 8. Additional Information.
(e)(i) On April 17, 1997, WTU announced that its
shareholders had voted to adjourn a special meeting of
shareholders held at WTU's offices in Abilene, Texas on April 16,
1997, to consider an amendment to WTU's Restated Articles of
Incorporation (the "Articles") to eliminate a provision limiting
WTU's ability to issue securities representing (i) unsecured
indebtedness to no more than 20% of the aggregate of its capital,
surplus and secured debt and (ii) unsecured indebtedness maturing
in less than ten years to 10% of such aggregate. The special
meeting will be reconvened at 9:45 a.m., Central Time, on Monday,
April 28, 1997 at WTU's offices in Abilene, Texas.
Item 9. Material to be Filed as Exhibits
Exhibit No. Description
99.(a)(10) Press Release, dated April 17, 1997.
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SIGNATURE
After due inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: April 17, 1997
Central and South West Corporation
By: /s/ Wendy G. Hargus
Wendy G. Hargus
Treasurer
FOR IMMEDIATE RELEASE
CENTRAL AND SOUTH WEST CORPORATION TENDER OFFER FOR SHARES OF CENTRAL POWER AND
LIGHT COMPANY EXTENDED TO 10:00 A.M., CENTRAL TIME ON MONDAY, APRIL 28, 1997;
CENTRAL AND SOUTH WEST CORPORATION TENDER OFFER FOR SHARES OF WEST TEXAS
UTILITIES COMPANY EXTENDED TO 10:00 A.M., CENTRAL TIME, ON MONDAY, APRIL 28,
1997 AND CONDITION TO TENDER OFFER FOR SHARES OF WEST TEXAS UTILITIES COMPANY
WAIVED
Dallas, Texas (April 17, 1997). Central and South West Corporation
(CSW) announced today that it has extended the expiration date of its offer to
purchase shares of Central Power and Light Company's (CPL) 4.00% Series
Cumulative Preferred Stock and 4.20% Series Cumulative Preferred Stock to 10:00
a.m., central time, on Monday, April 28, 1997 to allow holders of those Series
to consider recent events involving CPL. On April 10, 1997, CSW and CPL filed
with the Securities and Exchange Commission a Current Report on Form 8-K
analyzing the impact on CPL of a final rate order issued on March 31, 1997 by
the Public Utility Commission of Texas. On Monday, April 7, 1997, CPL announced
that its shareholders had approved and adopted an amendment to its Restated
Articles of Incorporation (CPL Articles) eliminating a provision of the CPL
Articles which limited the amount of unsecured debt that CPL could issue.
On April 10, 1997, the Board of Directors of CPL declared a regular
quarterly dividend on each series of its Preferred Stock, payable on May 1, 1997
to owners of record on April 21, 1997 (May Dividend). Holders of the 4.00% and
4.20% Series will be entitled to the May Dividend regardless of whether they
tender or have tendered shares pursuant to CSW's offer.
All other terms and conditions of CSW's offer for CPL's shares remain
unchanged and holders of the 4.00% and 4.20% Series may deposit or withdraw
their shares at any time up to the new expiration date of 10:00 a.m., Central,
Time on Monday, April 28, 1997 in the manner set forth in the tender documents.
As of the date of this press release, their have been approximately 47,858
shares of the 4.00% and 54,164 shares of the 4.20% Series tendered pursuant to
CSW's offer.
CSW also announced today that it has waived a condition to its offer
to purchase shares of West Texas Utilities Company's (WTU) 4.40% Series
Cumulative Preferred Stock and extended the expiration date of its offer for WTU
shares to 10:00 a.m., Central Time, on Monday, April 28, 1997. The offer to
purchase was previously conditioned upon the approval and adoption of an
amendment to WTU's Restated Articles of Incorporation (WTU Articles), pursuant
to a proxy solicitation by WTU's Board of Directors, to eliminate a provision of
WTU's Articles limiting the amount of unsecured debt that WTU could issue.
Approval and adoption of the amendment is no longer a condition to CSW's offer
to purchase shares of WTU, although tendering shareholders are still required to
vote in favor of the proposed amendment in order to validly tender their shares
pursuant to the terms of the offer.
A special meeting of shareholders of WTU was held at WTU's
headquarters in Abilene, Texas yesterday, in connection with the proxy
solicitation by WTU's Board of Directors to approve an amendment to WTU's
Articles. The meeting was adjourned by vote of the shareholders and will be
reconvened at WTU's headquarters at 9:45 a.m., Central Time, on Monday, April
28, 1997. Shareholders may continue to submit or revoke proxies, in the manner
provided for in the offer to purchase and proxy statement, or may vote in
person, up until the vote at the special meeting.
All other terms and conditions of CSW's offer for WTU shares remain
unchanged and holders of the 4.40% Series may deposit or withdraw their shares
at any time up to the new expiration date of 10:00 a.m., Central Time, on
Monday, April 28, 1997 in the manner set forth in the tender documents. Shares
of WTU's preferred stock will continue to trade "with proxy" in the
over-the-counter market up to the new expiration date. Settlement of all trades
of the preferred stock of WTU during this period should include an assignment of
proxy from the seller. As of the date of this release, there have been
approximately 34,302 shares of the 4.40% Series tendered pursuant to CSW's
offer.
CSW's amendment of the terms of its offers for shares of CPL and WTU
does not in any way amend or affect its offers to purchase shares of preferred
stock of Public Service Company of Oklahoma and Southwestern Electric Power
Company. The offers for each of those companies' preferred stock expired, as
scheduled, at 5:00 p.m., Central Time, on Wednesday, April 16, 1997.
Central and South West Corporation, a Dallas-based public utility
holding company, owns four U.S. electric utility subsidiaries that provide
service to portions of Texas, Oklahoma, Louisiana and Arkansas. It also owns
SEEBOARD plc, a regional electricity company in the United Kingdom. In addition,
Central and South West Corporation owns non-utility subsidiaries involved in
independent power production, telecommunications, energy efficiency and
financial transactions.
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For more information, contact Becky Hall, director of investor relations for
Central and South West Corporation, at (214) 777-1277.
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