UNITED STATES
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): July 16, 1997
COMMISSION REGISTRANT, STATE OF INCORPORATION, I.R.S. EMPLOYER
FILE NUMBER ADDRESS AND TELEPHONE NUMBER IDENTIFICATION NO.
1-1443 CENTRAL AND SOUTH WEST CORPORATION 51-0007707
(A Delaware Corporation)
1616 Woodall Rodgers Freeway
Dallas, TX 75202-1234
(214) 777-1000
<PAGE>
ITEM 5. OTHER EVENTS
SETTLEMENT OF LITIGATION RELATED TO TERMINATION OF THE EL PASO ELECTRIC COMPANY
MERGER
RECENT DEVELOPMENT
On July 16, 1997, Central and South West Corporation (CSW) issued a press
release with respect to the settlement of litigation related to termination of
the proposed merger with El Paso Electric Company. The press release is attached
as Exhibit 99.1.
BACKGROUND INFORMATION
For background information and earlier developments related to the proposed
merger and related litigation with El Paso Electric Company, reference is made
to CSW's 1996 Combined Annual Report on Form 10-K, Combined Quarterly Report on
Form 10-Q for the quarter ended March 31, 1997, and the documents referenced
therein.
<PAGE>
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 hereunto duly authorized.
CENTRAL AND SOUTH WEST CORPORATION
Date: July 16, 1997
By: /S/ LAWRENCE B. CONNORS
Lawrence B. Connors
Controller
EXHIBIT 99.1
PRESS RELEASE
ISSUED 7/16/97
CSW
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CENTRAL AND SOUTH WEST CORPORATION
==================================
News Release
CONTACT:
GERALD R. HUNTER
MANAGER OF EXTERNAL COMMUNICATIONS
1616 WOODALL RODGERS FREEWAY
P.O. BOX 660164 * DALLAS, TEXAS 75266-0164
214-777-1165
CENTRAL POWER AND LIGHT COMPANY, CORPUS CHRISTI
PUBLIC SERVICE COMPANY OF OKLAHOMA, TULSA
SOUTHWESTERN ELECTRIC POWER COMPANY, SHREVEPORT
WEST TEXAS UTILITIES COMPANY, ABILENE
CENTRAL AND SOUTH WEST SERVICES, INC., DALLAS AND TULSA
CSW COMMUNICATIONS, INC., AUSTIN
CSW CREDIT, INC., DALLAS
CSW LEASING, INC., DALLAS
ENERSHOP INC., DALLAS
SEEBOARD PLC, CRAWLEY, WEST SUSSEX, U.K.
Central and South West Corporation and El Paso Electric Company
File Settlement of Litigation
Related to Terminated Merger Agreement
DALLAS (July 16, 1997)--Central and South West Corporation (NYSE: CSR)
said that it and El Paso Electric Company (AMEX: EE) have filed a settlement
agreement to resolve pending litigation stemming from the June 1995 termination
of the proposed merger between the two companies.
Under terms of the settlement, the two companies have agreed to dismiss
all pending claims in the litigation and to give a mutual release from any
potential claims related to the terminated merger agreement or the pending
litigation.
In addition, Central and South West will pay $35 million to El Paso
Electric, various of its creditor groups under El Paso Electric's Fourth Amended
Plan of Reorganization and its attorneys.
As reported earlier, Bankruptcy Judge Larry E. Kelly, chief judge of the
United States Bankruptcy Court for the Western District of Texas, Austin
Division, issued an interim order in April 1997 finding that Central and South
West owed El Paso Electric a $25 million termination fee under the termination
provisions of the companies' merger agreement.
<PAGE>
The judge also ruled that Central and South West might owe
"interest-carry" costs, which El Paso Electric alleged to be approximately $18
million.
Judge Kelly's interim order will be vacated as a result of the settlement.
In the first quarter of 1997, Central and South West recorded a charge to
earnings for the $25 million obligation to El Paso Electric. The company said it
would recognize the additional $10 million when it reports results for the
second quarter of 1997.
Background and additional information about the litigation with El Paso
Electric can be found in Central and South West's Annual Report on Form 10-K for
the period ended December 31, 1996, and the corporation's Quarterly Report on
Form 10-Q for the period ended March 31, 1997.
Central and South West Corporation is a public utility holding company
based in Dallas. Central and South West owns four electric operating
subsidiaries in the United States, a regional electricity company in the United
Kingdom, and non-utility subsidiaries involved in energy-related investments,
telecommunications, energy efficiency and financial transactions.
# # #
News media contact: Gerald R. Hunter, manager of external communications for
Central and South West Corporation, 214-777-1165.
Financial community contact: Becky Hall, director of investor relations for
Central and South West Corporation, 214-777-1277.
