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): September 27, 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
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GLOSSARY OF TERMS
The following abbreviations or acronyms used in this text are defined below:
Abbreviation or Acronym Definition
CSW............................Central and South West Corporation, Dallas, Texas
FORWARD LOOKING INFORMATION
This report and other presentations made by CSW and its subsidiaries contain
forward looking statements within the meaning of Section 21E of the Securities
Exchange Act of 1934. Although CSW and each of its subsidiaries believe that, in
making any such statements, its expectations are based on reasonable
assumptions, any such statements may be influenced by factors that could cause
actual outcomes and results to be materially different from those projected.
Important factors that could cause actual results to differ materially from
those in the forward looking statements include, but are not limited to: the
impact of general economic changes in the U.S. and in countries in which CSW
either currently has made or in the future may make investments; the impact of
deregulation on the U.S. electric utility business; increased competition and
electric utility industry restructuring in the U.S.; federal and state
regulatory developments and changes in law which may have a substantial adverse
impact on the value of CSW System assets; timing and adequacy of rate relief;
adverse changes in electric load and customer growth; climatic changes or
unexpected changes in weather patterns; changing fuel prices, generating plant
and distribution facility performance; decommissioning costs associated with
nuclear generating facilities; uncertainties in foreign operations and foreign
laws affecting CSW's investments in those countries; the effects of retail
competition in the natural gas and electricity distribution and supply
businesses in the United Kingdom; and the timing and success of efforts to
develop domestic and international power projects. In the non-utility area, the
aforementioned factors would also apply, and, in addition, would include: the
ability to compete effectively in new areas, including telecommunications, power
marketing and brokering, and other energy related services, as well as evolving
federal and state regulatory legislation and policies that may adversely affect
those industries generally or the CSW System's business in areas in which it
operates.
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ITEM 5. OTHER EVENTS
CSW Board of Directors Adopts Stockholder Rights Plan
On September 27, 1997 CSW's board of directors adopted a stockholder rights
plan, which is subject to approval by the Securities and Exchange Commission
under the Public Utility Holding Company Act of 1935. Please see the exhibit
referenced in ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS for additional
information.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit 99.1 CSW News Release dated September 29, 1997 announcing
adoption of a stockholder rights plan by CSW's board of directors.
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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: September 29, 1997
By: /s/ Lawrence B. Connors
Lawrence B. Connors
Controller
CSW
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Central and South West Corporation
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NEWS RELEASE
1616 Woodall Rodgers Freeway
PO Box 660164 * Dallas, Texas 75266-0164
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 Energy, Inc., Dallas
CSW International, Inc., Dallas
CSW Leasing, Inc., Dallas
EnerShop Inc., Dallas
SEEBOARD plc, Crawley, West Sussex, U.K.
FOR IMMEDIATE RELEASE
Central and South West Corporation
board of directors adopts
stockholder rights plan
DALLAS (September 29, 1997)--Central and South West Corporation (NYSE:
CSR) said today that its board of directors has adopted a stockholder rights
plan, which is subject to approval by the Securities and Exchange Commission
(SEC) under the Public Utility Holding Company Act of 1935.
Approximately 1,700 other public corporations in the United States,
including about half the Fortune 500 companies and about 60 public utilities,
have adopted rights plans.
Central and South West said the plan was being adopted as part of the
fiduciary responsibility of its board of directors to the corporation's
stockholders and was not being adopted because of any takeover offer or threat.
The plan is intended to assure fair and equal treatment for all the stockholders
in the event of a hostile takeover attempt and to encourage a potential acquirer
to negotiate with the board a fair price for all stockholders before attempting
a takeover.
"Adopting a rights plan that properly protects stockholders' interests
is a prudent measure in the rapidly changing regulatory and market environment
of the utility industry," said E.R. Brooks, chairman and chief executive officer
of Central and South West.
"The corporation's financial condition, operations and earnings per
share will not be affected by adoption of this plan," he added.
After the SEC approves the plan, Central and South West will make a
dividend distribution of one right for each outstanding share of the
corporation's common stock, as of a record date to be set by the board of
directors. Company stockholders are not required to take any action to receive
their rights distribution.
Prior to the date upon which the rights would become exercisable under
the plan, the corporation's outstanding stock certificates will represent both
the shares of Central and South West common stock and the rights, and the rights
will trade only with the shares.
Upon a "triggering event" under the plan--10 days after a person or
group acquires or announces a tender or exchange offer to acquire 15 percent or
more of Central and South West's outstanding common stock--the rights will
become exercisable and will trade independently of the outstanding shares.
After becoming exercisable, each right--except those held by an
acquiring person whose rights would become void--will entitle the holder to
purchase at the exercise price additional Central and South West common shares
having a current market value of two times the exercise price. If the
corporation is acquired in a merger or other business combination, each right
will entitle the holder to purchase, at the exercise price, common stock of the
acquirer having a current market value of two times the exercise price. In
either case, after a triggering event occurs but before an acquiring person
becomes the owner of at least 50 percent of Central and South West's outstanding
common stock, the corporation's board of directors may direct the exchange of
one share of common stock for each right.
The corporation may redeem the rights at 1 cent per right at the
direction of the board of directors prior to the earlier of the rights becoming
exercisable or the expiration of the rights plan. The rights will expire in 10
years from the effective date unless redeemed earlier or exchanged by Central
and South West.
Central and South West said it will mail additional information to its
stockholders as of the record date for distribution of the rights, which is
expected to be the tenth day following approval of the plan by the SEC.
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.
