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 earliest event reported: November 17, 1999
Date of report: December 7, 1999
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
0-346 Central Power and Light Company 74-0550600
(A Texas Corporation)
539 North Carancahua Street
Corpus Christi, Texas 78401-2802
(512) 881-5300
0-343 Public Service Company of Oklahoma 73-0410895
(An Oklahoma Corporation)
212 East 6th Street
Tulsa, Oklahoma 74119-1212
(918) 599-2000
1-3146 Southwestern Electric Power Company 72-0323455
(A Delaware Corporation)
428 Travis Street
Shreveport, Louisiana 71156-0001
(318) 222-2141
0-340 West Texas Utilities Company 75-0646790
(A Texas Corporation)
301 Cypress Street
Abilene, Texas 79601-5820
(915) 674-7000
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GLOSSARY OF TERMS
The following abbreviations or acronyms used in this text are defined below:
Abbreviation or Acronym Definition
AEP........................American Electric Power Company, Inc., Columbus, Ohio
AEP Merger.................Proposed merger between AEP and CSW where CSW would
become a wholly-owned subsidiary of AEP
Agreement and Stipulation..Agreement and stipulation between SWEPCO and the
Louisiana Commission staff in SWEPCO's rate
proceeding in Louisiana
ALJ........................Administrative Law Judge
CSW........................Central and South West Corporation, Dallas, Texas
CSW System.................CSW and its subsidiaries
Exchange Act...............Securities Exchange Act of 1934, as amended
FERC.......................Federal Energy Regulatory Commission
Louisiana Commission.......Louisiana Public Service Commission
SWEPCO.....................Southwestern Electric Power Company, Shreveport,
Louisiana
FORWARD-LOOKING INFORMATION
This report made by CSW and certain of its subsidiaries contains forward-looking
statements within the meaning of Section 21E of the Exchange Act. Although CSW
and each of its subsidiaries believe that 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 United States and in countries
in which CSW either currently has made or in the future may make investments,
- - the impact of the proposed AEP Merger including any regulatory conditions
imposed on the merger or the inability to consummate the AEP Merger,
- - increased competition and the restructuring of the electric utility industry
in the United States,
- - federal and state regulatory developments and changes in law which may have a
substantial adverse impact on the value of CSW System generating and other
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,
- - costs associated with any year 2000 computer related failure(s) within the
CSW System, with the electric grid or with supplier(s) that adversely affect
the CSW System and
- - risks associated with hedging and other risk management techniques.
<PAGE>
ITEM 5. OTHER EVENTS
AEP Merger
On November 23, 1999, AEP and CSW issued a news release related to the AEP
Merger, which is attached as an exhibit.
SWEPCO Agreement and Stipulation
On November 17, 1999, the Louisiana Commission approved the Agreement and
Stipulation that will reduce rates by approximately $11 million per year for
SWEPCO's Louisiana retail customers. The new rates will become effective with
the December 1999 billing period. As a result of the approved Agreement and
Stipulation, SWEPCO's annual earnings will decrease by approximately $8.4
million for the year 2000 and beyond.
See CSW's and SWEPCO's combined quarterly report on Form 10-Q for the
period ending September 30, 1999 for additional information on the Agreement and
Stipulation.
On December 7, 1999, SWEPCO issued a news release related to the Louisiana
Commission's approval of the Agreement and Stipulation, which is attached as an
exhibit.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit 99.1 - News release dated November 23, 1999 issued by AEP and
CSW related to the FERC ALJ initial decision concerning the AEP Merger.
Exhibit 99.2 - News release dated December 7, 1999 issued by SWEPCO
related to the Louisiana Commission's approval of the Agreement and
Stipulation.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, each registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
CENTRAL AND SOUTH WEST CORPORATION
Date: December 7, 1999
By: /s/ Lawrence B. Connors
Lawrence B. Connors
Controller and Chief Accounting Officer
(Principal Accounting Officer)
CENTRAL POWER AND LIGHT COMPANY
PUBLIC SERVICE COMPANY OF OKLAHOMA
SOUTHWESTERN ELECTRIC POWER COMPANY
WEST TEXAS UTILITIES COMPANY
Date: December 7, 1999
By: /s/ R. Russell Davis
R. Russell Davis
Controller and Chief Accounting Officer
(Principal Accounting Officer)
Exhibit 99.1
AEP
AMERICAN
ELECTRIC CSW
POWER Central and South West Corporation
Contact for American Electric Power: Contact for Central and South West:
Pat Hemlepp 614/223-1620 Larry Jones 214/777-1276
FOR IMMEDIATE RELEASE:
FERC Administrative Law Judge Finds
AEP-CSW Merger in Public Interest
Columbus, Ohio, and Dallas, Nov. 23, 1999 -- The pending merger between American
Electric Power (NYSE: AEP) and Central and South West Corp. (NYSE: CSR) was
found to be in the public interest by Judge Joseph R. Nacy, the administrative
law judge who presided over the Federal Energy Regulatory Commission (FERC)
merger hearing.
"This is great news and a very significant step toward the completion of our
merger," said E. Linn Draper Jr., AEP's chairman, president and chief executive
officer. "More than 100 parties intervened in this merger, raising numerous
issues. Judge Nacy reviewed testimony on every issue set for hearing. This
decision validates what we've been saying since we announced the merger. It's a
good deal for the consumers and for competition, as well as being a good deal
for the companies."
Nacy's decision, announced today, determined that the merger is consistent with
the public interest; rates, terms and conditions of rate schedules are just,
reasonable and not otherwise unlawful; and the joint open access transmission
tariff providing for post-merger transmission ancillary services is just,
reasonable and not otherwise unlawful. The judge found that arguments of several
parties that AEP should be required to join the Midwest Independent System
Operator as a condition of the merger were "not convincing."
The merger now goes to the full FERC, which has said it will act no later than
February or March of next year.
"This has been a long race, but we have now reached the point where we can see
the finish line," said Dick Brooks, chairman and chief executive officer of CSW.
"Regulatory commissions in the four states CSW serves have already approved the
merger. We've put in a lot of hard work and we still have work to do, but we are
looking forward to gaining the final regulatory approvals so we can begin
combining the companies and flowing the many benefits of this merger to our
customers."
<PAGE>
The merger requires approvals by the FERC, the Federal Communications Commission
and the Securities and Exchange Commission and clearance by the Department of
Justice under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Upon
completion of the merger, the new company will be called American Electric
Power.
AEP and CSW announced their intention to merge on Dec. 22, 1997. The merger has
received approval from state regulatory commissions in Arkansas, Louisiana,
Oklahoma and Texas, the four states within CSW's service territory.
AEP and CSW reached a settlement with the FERC trial staff in which the staff
supports a finding that the merger will have no adverse effect on competition.
AEP and CSW have announced settlement agreements with the International
Brotherhood of Electrical Workers (IBEW) and the Utility Workers Union of
America (UWUA) resulting in the IBEW and UWUA local unions withdrawing their
opposition to completion of the merger; as well as with the Indiana Utility
Regulatory Commission (IURC) resulting in Indiana customers receiving merger
benefits and including a commitment by the IURC not to oppose the merger during
consideration of the merger agreement by the FERC and the SEC. AEP and CSW also
have announced a settlement agreement with key parties in Kentucky that has been
approved by the Kentucky Public Service Commission, as well as a settlement
agreement with the Missouri Public Service Commission addressing that
commission's concerns about the effect of the merger on retail competition in
the state. The Public Utility Commission of Ohio (PUCO) has notified the FERC
that the PUCO is no longer opposing the pending merger or seeking conditions on
the merger.
Additionally, AEP and CSW have reached settlements with a variety of wholesale
customers who had intervened in federal proceedings. The Nuclear Regulatory
Commission has approved a license transfer application related to the merger.
CSW will request an extension of the license transfer from the NRC before year
end.
Central and South West Corp. 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.
AEP, 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.
###
News releases and other information about AEP can be found on the World Wide Web
at http://www.aep.com. News releases and other information about CSW can be
found on the World Wide Web at http://www.csw.com.
Exhibit 99.2
SWEPCO Southwestern Electric Power Company
A Central and South West Company
News Release
FOR IMMEDIATE RELEASE
CONTACT: Peter Main, 318-673-3530 or Scott McCloud, 318-673-3532
SWEPCO To Reduce Rates
in Louisiana Starting Dec. 7
SHREVEPORT, LA (Dec. 7, 1999) - Southwestern Electric Power Company
(SWEPCO) will reduce rates to the company's Louisiana customers by $11 million
annually beginning with bills mailed Dec. 7, 1999.
The reduction follows a review of the company's rates initiated by the
Louisiana Public Service Commission (LPSC) last year. The LPSC formally approved
the reduction Nov. 17.
Louisiana Public Service Commissioner Don Owen announced the action Nov.
17, saying, "It's not often we get the chance to announce prices going down.
This is especially exciting because SWEPCO already had the lowest power rates in
the state, and now they're going even lower."
SWEPCO has not increased rates in Louisiana since 1985. Some rates were
lowered in 1987 due to tax changes. The company also has passed along to
customers savings achieved through reductions in fuel costs that began in 1994.
Residential rates will decrease by about 4.5 percent. A residential
customer whose bill averages $100 per month (or $1,200 per year) will save about
$4.50 a month (or $54 a year). Commercial and industrial customers' rates will
decrease by about 4 percent. Savings for each customer will depend on actual
energy usage.
"We appreciate the opportunity we had to work with Commissioner Owen and
the rest of the Commission during this rate review. We believe the rate
settlement approved by the Commission is a fair compromise of issues raised by
the parties in this proceeding," said SWEPCO President Mike Madison. "Our
customers, who already pay the lowest rates of any investor-owned utility in the
state, will receive a rate reduction,
-more-
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SWEPCO/Louisiana, Page 2
and SWEPCO will have the opportunity to earn a reasonable return for its
shareholders."
Fees for certain services, such as reconnection charges, will increase to
more accurately reflect the cost of providing the service. Many fees can be
avoided by keeping accounts current, calling if the customer anticipates payment
problems, and coordinating transfer of service from one customer to another at a
particular address. The number to call for bill inquiries is 1-888-216-3490.
SWEPCO's Customer Service Center is open 24 hours a day, seven days a week.
SWEPCO, which is headquartered in Shreveport, serves approximately 164,000
customers in northwestern Louisiana.
SWEPCO is a subsidiary of Central and South West Corporation (NYSE:CSR), a
Dallas-based public utility holding company, which owns four U.S. electric
utility subsidiaries serving 1.7 million customers, along with several other
subsidiaries.
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