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: December 17, 1998
Date of report: January 5, 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
<PAGE>
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
CSW.....................................Central and South West Corporation,
Dallas, Texas
CSW System..............................CSW and its subsidiaries
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 certain 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 AEP including any regulatory
conditions imposed on the merger, the inability to consummate the merger with
AEP, or other merger and acquisition activity including SWEPCO's proposed
acquisition of Cajun Electric Power Cooperative, Inc.; 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; costs associated with any year 2000 failure
either within the CSW System or supplier failures that adversely affect the CSW
System; 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 previously mentioned factors would
apply and also include, but are not limited to: 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.
<PAGE>
ITEM 5. OTHER EVENTS
On December 22, 1998, CSW and AEP issued a news release related to
their proposed merger, which is attached as an exhibit.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit 99.1 CSW and AEP News Release dated December 22, 1998 regarding
recent developments in CSW and AEP's merger proceedings in Arkansas as
well as the current status of other regulatory proceedings.
<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: January 5, 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: January 5, 1999
By: /s/ R. Russell Davis
R. Russell Davis
Controller and Chief Accounting Officer
(Principal Accounting Officer)
Exhibit 99.1
AEP CSW
AMERICAN ==================================
ELECTRIC CENTRAL AND SOUTH WEST CORPORATION
POWER ==================================
Contact for American Electric Power: Contact for Central and South West:
Deb Strohmaier 614/223-1656 Larry Jones 214/777-1276
For Immediate Release:
Arkansas Public Service Commission Approves Regulatory Plan
On Merger Between American Electric Power and Central and South West
Columbus, Ohio, and Dallas, Texas (Dec. 22, 1998) - The Arkansas Public Service
Commission (APSC) on Dec. 17 issued a final order granting approval of a
stipulated agreement related to the proposed merger regulatory plan of American
Electric Power Company, Inc. ("AEP") [NYSE: AEP] and Central and South West
Corporation ("CSW") [NYSE: CSR]. CSW is the parent company of Southwestern
Electric Power Company (SWEPCO) SWEPCO serves portions of East Texas, Northwest
Louisiana and West Arkansas, including Fayetteville, Booneville, Rogers and
Eureka Springs.
Arkansas is the first state jurisdiction to approve the proposed merger between
AEP and CSW. The APSC in August approved the merger between the two companies,
subject to any findings issued during the review of the proposed regulatory plan
for sharing of merger benefits in Arkansas.
The Arkansas regulatory plan is the result of a settlement between the merger
applicants and the APSC general staff. In November, AEP, CSW and SWEPCO
announced a settlement with the APSC general staff on the merger regulatory plan
related to the proposed merger. The settlement calls for SWEPCO to reduce rates
through a net merger savings rider for its Arkansas retail customers by amounts
totaling approximately $6 million over the five-year period following completion
of the merger. The parties filed the settlement with the APSC on Nov. 3.
The APSC order notes the possibility of decisions in other jurisdictions
adversely affecting provisions of the Arkansas settlement. Consequently, the
APSC approval is conditioned on its consideration of approval of the merger at
other state and federal regulatory bodies.
Richard E. Munczinski, senior vice president - corporate planning and budgeting
for AEP, noted that he was "pleased that we were able to reach agreement in
Arkansas so that SWEPCO's customers can enjoy the benefits of the merger."
Munczinski said AEP and CSW will continue settlement discussions with the
Federal Energy Regulatory Commission, other regulatory bodies and intervenors in
the various merger proceedings. The two companies already have reached
settlements with several groups in Texas and the Nuclear Regulatory Commission
has approved the license transfer application filed by CSW's Central Power and
Light Company subsidiary regarding the South Texas Project nuclear power plant.
"We have now received two approvals related to our merger," Munczinski said. "We
continue to be encouraged by the positive progress we have been able to make in
the state of Texas. We are also pleased with the cooperation we have received in
other jurisdictions to assure that the merger is considered expeditiously."
In Texas, the companies' settlement-in-principle with the Office of Public
Utility Counsel and the Steering Committee of the cities of McAllen, Corpus
Christi, Victoria, Abilene, Big Lake, Vernon and Paducah would result in
combined rate reductions totaling approximately $180 million over a six-year
period following completion of the merger for Texas customers of the three CSW
Texas electric operating companies. If approved by the city councils and the
Public Utility Commission of Texas, the settlement will resolve all issues of
the signing parties.
"We expect to continue to make progress in the remaining federal and state
filings," Munczinski added.
The companies announced a definitive merger agreement for a tax-free,
stock-for-stock transaction on Dec. 22, 1997. AEP and CSW jointly filed with the
FERC on April 30, 1998 for approval of their proposed merger. The companies also
have filed applications seeking approval of the merger with the Arkansas and
Texas commissions, as well as the Oklahoma Corporation Commission, the Louisiana
Public Service Commission, the Federal Energy Regulatory Commission and the
Securities and Exchange Commission. The companies plan to make the final two
filings associated with approval of the merger with the Federal Communications
Commission and the Department of Justice in the near future.
Central and South West Corporation is a Dallas-based public utility holding
company that owns four U.S. electric utility subsidiaries with 1.7 million
customers, a regional electricity company serving 2 million customers in the
United Kingdom, and nonutility subsidiaries involved in energy-related
investments as well as subsidiaries that offer 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. AEP's 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.
