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: October 8, 1999
Date of report: October 18, 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
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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 pursuant to which
CSW would become a wholly-owned subsidiary of AEP
CSW........................Central and South West Corporation, Dallas, Texas
CSW Energy.................CSW Energy, Inc., Dallas Texas
GE Capital.................GE Capital Structured Finance Group, a division of GE
Capital
FORWARD-LOOKING INFORMATION
This report made by CSW contains forward-looking statements within the meaning
of Section 21E of the Exchange Act. Although CSW believes that 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 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, the inability to consummate the AEP Merger, or other
merger and acquisition activity,
- - the impact of deregulation on the United States electric utility business,
especially in the States comprising the CSW System's service territory,
- - 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, and
- - changing fuel prices, generating plant and distribution facility performance.
<PAGE>
ITEM 5. OTHER EVENTS
A news release concerning a joint announcement by CSW Energy and GE Capital of
sale of a 50% interest in CSW Energy's Sweeny electric generating plant located
in Texas is included as Exhibit 99.1 and incorporated by reference. CSW expects
to realize after-tax earnings from the sale of approximately $33 million or
$0.16 per share which will be recorded in the fourth quarter of 1999.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit 99.1 CSW News Release dated October 14, 1999 related to the sale
of 50% of CSW Energy's interest in the Sweeny electric
generating plant.
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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: October 18, 1999
By: /s/ Lawrence B. Connors
Lawrence B. Connors
Controller and Chief Accounting Officer
(Principal Accounting Officer)
Exhibit 99.1
Central and South West Corporation Subsidiary, CSW Energy, Inc.
and GE Capital Announce Cogeneration Project Partnership
DALLAS, Oct. 14. -- CSW Energy, Inc. (CSWE), a subsidiary of Central and
South West Corporation (CSW) (NYSE: CSR), and GE Capital Structured Finance
Group (SFG), a division of GE Capital, announced SFG's purchase of 50 percent of
the 100 percent equity ownership of Sweeny Cogeneration Limited Partnership
(SCLP).
The sales agreement was executed on October 8, 1999. CSW's after-tax
earnings from the proceeds of the transaction will be approximately $33 million
or $0.16 per share and recorded in the fourth quarter of 1999. The agreement has
provisions for additional payments subject to completion of a planned expansion
of SCLP's Sweeny Cogeneration facility near Sweeny, TX.
CSWE completed construction and commenced commercial operation of the
Sweeny Cogeneration Project in early 1998. This project is a 358-megawatt
facility located adjacent to the Phillips Petroleum Company refinery and
petrochemical complex. The Phillips complex purchases its steam requirements
from the cogeneration plant and approximately one-third of the project's
electric capacity. The remainder of the electricity is sold on the open market.
"CSW Energy welcomes this partnership with GE Capital," said Terry Dennis,
CSWE president and chief executive officer. "This transaction further supports
CSWE's approach of developing, constructing and financing projects to enhance
the strategic value of its assets to CSW."
"We are delighted to advance our merchant power investment strategy with
such a strong partner as CSWE," said Alex Urquhart, managing director and head
of SFG's Global Energy group."
CSW Energy and its international affiliate, CSW International, both with
headquarters in Dallas, develop, acquire, construct, own, operate and market
power from power production and distribution facilities in the United States and
worldwide. CSW Energy focuses on the domestic independent power market while CSW
International concentrates on the foreign power market. CSW International has
principal offices in Crawley, West Sussex, United Kingdom; Mexico City; and Sao
Paulo, Brazil. CSW Energy and CSW International have operating projects in
Colorado, Florida and Texas in the U.S., and in Mexico and the United Kingdom,
with a gross generating capability of 2,279 megawatts and a net ownership of
1,263 megawatts. CSWI has an equity investment in Empresa de Eletricidade Vale
Paranapanema S.A., a private Brazilian electric distribution company serving
over 2 million customers.
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;
SEEBOARD, a regional electricity company in the United Kingdom serving 2 million
customers; other international energy operations and non-utility subsidiaries
involved in energy-related investments, telecommunications, energy efficiency
and financial transactions. On December 22, 1997, Central and South West
announced a definitive merger agreement for a tax-free, stock-for-stock
transaction with American Electric Power Company, Inc.
GE Capital Structured Finance Group is an investor and provider of
innovative financial solutions for clients in the global energy, commercial and
industrial, communications, and transportation sectors. In the past five years,
the company has structured and financed more than 200 transactions worth over US
$8 billion and has US $11 billion in assets. The Structured Finance Group draws
on the strength of GE Capital, a global, diversified financial services company
with assets of over US $300 billion, and General Electric Company, a diversified
manufacturing, technology and services company with operations worldwide. GE
Capital Structured Finance Group's Internet address is www.sfg.ge.com.
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Media Contacts:
Norma Kyle for CSW Energy, Inc., 214-777-3960
Ken Koprowski for GE Capital, 203-961-5743
Financial Community Contact: Becky Hall, director of investor relations for
Central and South West Corporation, 214-777-1277
