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): May 28, 1998
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, Texas 75202-1234
(214) 777-1000
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FORWARD LOOKING INFORMATION
This report made by Central and South West Corporation (CSW) and its
subsidiaries contains forward looking statements within the meaning of Section
21E of the Securities Exchange Act of 1934, as amended (Exchange Act). Although
CSW and each of its subsidiaries believe that, in making any such statements,
their 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.; the impact of the proposed merger with American Electric Power
Company, Inc. (AEP Merger), other merger and acquisition activity, or the
inability to consummate the AEP Merger; 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,
without limitation: 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
On May 28, 1998 CSW issued a news release, summarizing actions taken by
CSW Stockholders to approve the proposed AEP Merger, elect directors and ratify
the appointment of Arthur Andersen LLP as CSW's independent public accountants
for 1998, a copy of which is attached hereto as an exhibit.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit 99.1 CSW News Release dated May 28, 1998.
SIGNATURES
Pursuant to the requirements of the Exchange Act, CSW has duly caused
this report to be signed on its behalf by the undersigned hereunto duly
authorized.
CENTRAL AND SOUTH WEST CORPORATION
Date: June 3, 1998
By: /S/ LAWRENCE B. CONNORS
Lawrence B. Connors
Controller
EXHIBIT 99.1
CSW
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Central and South West Corporation
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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
C3 Communications, Inc., Austin
CSW Credit, Inc., Dallas
CSW Energy, Inc., Dallas
CSW Energy Services, Inc., Boston
CSW International, Inc., Dallas
CSW Leasing, Inc., Dallas
EnerShop Inc., Dallas
SEEBOARD plc, Crawley, West Sussex, U.K.
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 and South West Corporation stockholders approve merger with
American Electric Power Co.
DALLAS (May 28, 1998)--Central and South West Corporation (NYSE: CSR) said
that its stockholders at their annual meeting in Dallas today overwhelmingly
approved a proposal to merge the corporation with American Electric Power
Company, Inc., (NYSE:AEP) based in Columbus, Ohio.
CSW stockholders voted a total of 172,974,243 common shares, representing
82 percent of the corporation's outstanding common shares, for the merger.
Stockholders cast 3,873,541 shares, or 2 percent, against the merger, including
1,544,877 shares that were abstentions.
"Our stockholders have voiced their overwhelming support for the merger
between CSW and AEP," said E.R. Brooks, Central and South West's chairman and
chief executive officer. "The combined company will be an even stronger
competitor that will serve the interests of our owners, customers and
employees."
The merger between CSW and AEP was announced December 22, 1997. Under terms
of the merger agreement, CSW stockholders will receive 0.6 of a share of AEP
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common stock in exchange for each share of CSW common stock upon completion of
the merger.
The merger is subject to state and federal regulatory review as well as
other conditions. CSW and AEP expect to complete the merger by the first half of
1999.
On May 27, AEP's stockholders at their annual meeting approved increasing
the number of outstanding shares of AEP common stock from 300 million to 600
million and issuing the shares to complete the merger transaction.
In other business, CSW stockholders re-elected as directors E.R. Brooks,
Robert W. Lawless and James L. Powell to serve three-year terms, expiring in
2001, and William R. Howell and Richard L. Sandor to serve one-year terms,
expiring in 1999. None of the directors received less than 90 percent of the
common shares voted at the annual meeting. CSW stockholders also ratified the
appointment of Arthur Andersen LLP as CSW's independent public accountants for
1998.
After the stockholders' meeting, the CSW board of directors met and
re-elected the following corporate officers: E.R. Brooks, chairman and chief
executive officer; Thomas V. Shockley, III, president and chief operating
officer; Ferd. C. Meyer, Jr., executive vice president and general counsel;
Glenn D. Rosilier, executive vice president and chief financial officer; Glenn
Files, senior vice president, electric operations; Thomas M. Hagan, senior vice
president, external affairs; Venita McCellon-Allen, senior vice president,
customer relations and corporate development, and assistant corporate secretary;
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Stephen J. McDonnell, vice president, AEP merger; Kenneth C. Raney, Jr., vice
president, associate general counsel and corporate secretary; Michael D. Smith,
vice president, business opportunities; Lawrence B. Connors, controller; and
Wendy G. Hargus, treasurer.
Central and South West Corporation is a global, diversified public utility
holding company based in Dallas. CSW owns four electric operating subsidiaries
serving 1.7 million customers in Texas, Oklahoma, Louisiana and Arkansas; a
regional electricity company in the United Kingdom; other international energy
operations and non-utility subsidiaries involved in energy-related investments,
telecommunications, energy efficiency and financial transactions.
American Electric Power Company, Inc., a global energy company, is one of
the United States' largest investor-owned utilities, providing energy to 3
million customers in Indiana, Kentucky, Michigan, Ohio, Tennessee, Virginia and
West Virginia. AEP has holdings in the United States, the United Kingdom, China
and Australia. Wholly owned subsidiaries provide power engineering, energy
consulting and energy management services around the world. The company is based
in Columbus, Ohio.
# # #
For more information, contact Gerald R. Hunter, manager of external
communications for Central and South West Corporation, at 214-777-1165.
News releases and other information about CSW can be found on the World Wide Web
at http://www.csw.com. News releases and other information about AEP can be
found on the World Wide Web at http://www.aep.com.
