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): April 11, 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
(214) 777-1000
ITEM 5. OTHER EVENTS
LITIGATION RELATED TO TERMINATION OF THE EL PASO ELECTRIC COMPANY
MERGER
RECENT DEVELOPMENTS
On April 11, 1997, Central and South West Corporation (CSW) issued a press
release with respect to litigation related to termination of the proposed merger
with El Paso Electric Company in 1995. The press release is attached as Exhibit
99.1.
BACKGROUND INFORMATION
For background information and earlier developments related to the proposed
merger with El Paso Electric Company, reference is made to CSW's 1996 Combined
Annual Report on Form 10-K and the documents referenced therein.
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: April 11, 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
Contact:
Gerald R. Hunter
Manager of External Communications
1616 Woodall Rodgers Freeway
P.O. Box 660164 * Dallas, Texas 75266-0164
214-777-1165
Federal Bankruptcy Court issues interim order
related to merger litigation between
Central and South West Corporation and El Paso Electric Company
Dallas (April 11, 1997)--Central and South West Corporation (NYSE: CSR)
said today that Judge Larry Kelly, chief bankruptcy judge for the U.S.
Bankruptcy Court of the Western District of Texas, issued an interim order in
the litigation between Central and South West and El Paso Electric Company over
their merger agreement, which Central and South West terminated in June 1995.
Judge Kelly ruled that Central and South West owes El Paso Electric the
$25 million termination fee under terms of the termination provision of the
merger agreement.
In addition, Judge Kelly ruled that Central and South West may owe El Paso
Electric "interest-carry" costs, alleged by El Paso Electric to be approximately
$18 million. The interest-carry issue specifically was reserved for later
determination. The interim order also provides that, unless separately ordered
by the court, neither Central and South West nor El Paso Electric can recover
attorney fees or costs in the case from each other.
Central and South West expressed disappointment in Judge Kelly's findings
and said it is considering further legal options.
The proposed merger between Central and South West and El Paso Electric was
announced May 4, 1993, and was terminated on June 9, 1995. Subsequently, both
companies filed suits against each other. The consolidated proceeding was tried
by Judge Kelly in Waco, Texas, during January 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 that offer independent power production,
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.
