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)
_____________________
CENTRAL POWER AND LIGHT COMPANY
(Name of Issuer)
CENTRAL AND SOUTH WEST CORPORATION
(Name of Person Filing Statement)
Title CUSIP
Central Power and Light Company,
Cumulative Preferred Stock
- 4.20% Series 155033 20 2
- 4.00% Series 155033 10 3
(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
$11,561,250 $2,313
*Solely for purposes of calculating the filing fee and
computed pursuant to Section 13(e)(3) of the Securities Exchange
<PAGE>
2
Act of 1934, as amended, and Rule 0-11(b)(1) thereunder, the
transaction value equals the total amount of funds, excluding
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 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: $2,313
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 4.20% Series and 4.00% Series
Cumulative Preferred Stock of Central Power and Light Company, a
Texas corporation and wholly owned subsidiary of CSW ("CPL"),
upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated March 18, 1997 (the "Offer to
Purchase"), and in the related Letter of Transmittal for each
series (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) The Offer contained in the Offer to Purchase and the
related Letter of Transmittal for each series is being amended to
extend the Expiration Date (as defined in the Offer to Purchase)
of the Offer until 10:00 AM, Central Time, on Monday, April 28, 1997.
A press release issued by CSW and announcing the extension
of the Offer is attached hereto as Exhibit 99.(a)(10).
Item 8. Additional Information.
<PAGE>
3
(e)(i) On April 7, 1997, CPL announced that its
shareholders had approved and adopted, at a special meeting of
shareholders held at CPL's offices in Corpus Christi, Texas on
April 7, 1997, an amendment to CPL's Restated Articles of
Incorporation (the "Articles") to eliminate a provision limiting
CPL'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 was held pursuant to a proxy solicitation by the Board of
Directors of CPL to amend the Articles. A press release issued
by CPL announcing the results of the proxy solicitation is
attached hereto as Exhibit 99.(a)(11).
(e)(ii) On March 31, 1997, the Public Utility Commission of
Texas issued its final order ("Final Order") in CPL's Rate Review
Docket No. 14965. CPL has filed three Current Reports on
Form 8-K relating to the Final Order, copies of which are
attached as or included in Exhibits 99.(a)(12), 99.(a)(13) and
99.(a)(14) hereto.
Item 9. Material to be Filed as Exhibits
Exhibit No. Description
99.(a)(10) Press Release, dated April 17, 1997.
99.(a)(11) Press Release, dated April 10, 1997.
99.(a)(12) Current Report on Form 8-K of CSW and
CPL dated March 31, 1997 and filed
April 2, 1997 (Incorporated by
Reference).
99.(a)(13) Current Report on Form 8-K of CSW and
CPL dated March 31, 1997 and filed
April 3, 1997 (Incorporated by
Reference).
99.(a)(14) Supplement to Offer to Purchase
dated April 17, 1997 attaching Current
Report on Form 8-K of CSW and CPL dated
March 31, 1997 and filed April 10, 1997
(Current Report dated March 31, 1997 and
filed April 10, 1997 is Incorporated by
Reference).
<PAGE>
4
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, there 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, their 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.
###
For more information, contact Becky Hall, director of investor relations for
Central and South West Corporation, at (214) 777-1277.
IMMEDIATE RELEASE
REVISED
SHAREHOLDERS OF CENTRAL POWER AND LIGHT COMPANY APPROVE ARTICLES AMENDMENT AT
SPECIAL MEETING
Central Power and Light Company (CPL) announced on April 7, 1997
the results of its proxy solicitation of preferred and common shareholders of
CPL at a special meeting of shareholders held at CPL's offices in Corpus
Christi, Texas on April 7, 1997.
At the special meeting, the shareholders of CPL approved and adopted an
amendment to the company's Restated Articles of Incorporation to eliminate a
provision restricting the amount of unsecured debt issuable by CPL. Shareholders
who own more than 70% of the outstanding preferred shares of CPL voted in favor
of the amendment, which is more than the two-thirds majority of outstanding
shares needed for approval. All of the outstanding shares of common stock of
CPL, which are owned by Central and South West Corporation, a Dallas based
public utility holding company and parent of CPL, were voted in favor of the
amendment.
###
Media contact: Larry Jones, senior communications consultant for Central and
South West Corporation, 214 683-3703
Financial community contact: Becky Hall, director of investor relations for
Central and South West Corporation, 214 777-1277.
Internet inquiries: [email protected]
[CSW Letterhead]
April 17, 1997
Re: Supplement to Offer to Purchase Dated March 18, 1997
To Holders of Central Power and Light
Company's Cumulative Preferred
Stock, Series 4.20% and 4.00%:
Reference is made to the offer to purchase dated
March 18, 1997 (the "Offer to Purchase") and the accompanying
Letter of Transmittal which was previously sent to you. Those
documents contained Central and South West Corporation's ("CSW")
offer to purchase shares of Central Power and Light Company's
("CPL") 4.00% Series Cumulative Preferred Stock (the "4.00%
Series") at a price of $62.82 per 4.00% Series share and CPL's
4.20% Series Cumulative Preferred Stock (the "4.20% Series") at a
price of $70.39 per 4.20% Series share (collectively, the
"Offer"). Those documents also reflected that the Offer would
expire at 5:00 p.m., Central Time on Wednesday, April 16, 1997
unless extended. Please be advised that:
THE EXPIRATION DATE OF THE OFFER HAS BEEN EXTENDED.
THE OFFER AND WITHDRAWAL RIGHTS WILL NOW EXPIRE AT 10:00 AM,
CENTRAL TIME, ON MONDAY, APRIL 28, 1997, UNLESS THE OFFER IS
FURTHER EXTENDED.
All other terms and conditions of the Offer remain
unchanged and you may deposit or withdraw your shares of CPL's
4.00% Series or 4.20% Series Preferred Stock at any time up to
the new Expiration Date of Monday, April 28, 1997 in the manner
set forth in the Offer to Purchase.
Certain events, as described below, have caused CSW to
extend the Expiration Date of the Offer to 10:00 AM Central time,
on Monday, April 28, 1997. On April 10, 1997, CPL's Board of Directors
declared a regular quarterly dividend on the 4.00% Series and the
4.20% Series, payable on May 1, 1997 (the "May Dividend") to
owners of record on April 21, 1997. Holders of the 4.00% Series
and the 4.20% Series will be entitled to the May Dividend
regardless of whether they tender or have tendered shares
pursuant to the Offer.
The Offer is being extended so that you may consider
the following events involving CPL that have occurred since the
date of the Offer to Purchase:
CPL Rate Case
On March 31, 1997, the Public Utility Commission of
Texas (the "Texas Commission") issued its final rate order ("Final
Order") in CPL's Rate Review Docket No. 14965. The Final Order
lowers the annual base rates of CPL by approximately $27 million,
or approximately 3.5% in 1997, from CPL's existing rate level
prior to CPL's May 1996 implementation of bonded rates. The
Texas Commission also introduced a Glide Path Methodology whereby
CPL's rates will be reduced by an additional $16 million in 1998
and another $16 million in 1999. CPL has filed three Current
Reports on Form 8-K with the Securities and Exchange Commission
regarding the Final Order. A copy of the most recent Form 8-K,
which analyzes the estimated financial impact of the Final Order
on CPL and the responses that CPL may make to the Final Order, is
attached to this letter as Annex I. I urge you to read the Form
8-K in its entirety as it contains important information
involving the Final Order.
CPL Articles Amendment
On April 7, 1997, CPL announced that its shareholders
had approved and adopted, at a special meeting of shareholders
held at CPL's offices in Corpus Christi, Texas on April 7, 1997,
an amendment to CPL's Restated Articles of Incorporation (the
"Articles") to eliminate a provision limiting CPL'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 was
held pursuant to a proxy solicitation by the Board of Directors
of CPL to amend the Articles.
* * *
We trust that the extension of the Offer will not cause
you any inconvenience. Questions and requests for assistance may
be made to Goldman, Sachs & Co. at (800) 828-3182 or Smith Barney
Inc. at (800) 655-4811 and to D.F. King & Co., Inc. (the
"Information Agent") at (800) 290-6432. Requests for additional
copies of this Supplement, the Offer to Purchase, the Letter of
Transmittal for the 4.00% Series or the 4.20% Series and other
tender offer materials may be directed to the Information Agent
or to brokers, dealers, commercial banks or trust companies.
/s/GLENN FILES
Glenn Files
Executive Vice President
and Director
