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 16, 1999
Date of report: December 17, 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) 673-3000
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
Amendment No. 1............Amendment to Merger Agreement as of December 31, 1999
CSW........................Central and South West Corporation, Dallas, Texas
CSW System.................CSW and its subsidiaries
Exchange Act...............Securities Exchange Act of 1934, as amended
Merger Agreement...........Agreement and Plan of Merger, dated as of December
21, 1997, between AEP and CSW
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.
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ITEM 5. OTHER EVENTS
AEP Merger
On December 16, 1999, AEP and CSW issued a news release related to the AEP
Merger, a copy of which is attached as an exhibit hereto and incorporated herein
by reference. AEP and CSW have entered into Amendment No. 1 to the Merger
Agreement, a copy of which is attached as an exhibit hereto and incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit 99.1 - News release dated December 16, 1999 issued by AEP and CSW
related to the AEP Merger.
Exhibit 10.23.1 - Amendment No. 1 to Agreement and Plan of Merger, dated as of
December 31, 1999, by and among American Electric Power Company, Inc., a New
York Corporation, Augusta Acquisition Corporation, a Delaware Corporation and a
wholly-owned subsidiary of AEP, and Central and South West Corporation, a
Delaware Corporation.
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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: December 17, 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 17, 1999
By: /s/ R. Russell Davis
R. Russell Davis
Controller and Chief Accounting Officer
(Principal Accounting Officer)
Exhibit 99.1
AEP, CSW Extend Merger Agreement
(Note: This is a press release issued jointly by AEP and CSW on Dec. 16.)
AEP, CSW AMEND MERGER AGREEMENT
TO EXTEND TERM FOR AN ADDITIONAL SIX MONTHS
Columbus, Ohio, and Dallas, Texas (Dec. 16, 1999) -- American Electric Power and
Central and South West Corp. have mutually agreed to amend the agreement for the
pending merger of the two companies to extend its term. This will allow
additional time to satisfy the closing conditions contained in the agreement.
This amendment to the merger agreement, approved by the boards of directors of
each company, requires that AEP and CSW gain final approvals before June 30,
2000. The original merger agreement listed a Dec. 31, 1999 deadline.
The merger has already received approval from state regulatory commissions in
Arkansas, Louisiana, Oklahoma and Texas, the four states within CSW's service
territory. In addition, the Nuclear Regulatory Commission has approved a license
transfer application for the transfer of control of CSW subsidiary Central Power
and Light's South Texas Nuclear Plant.
The merger requires additional approvals by the Federal Energy Regulatory
Commission (FERC), the Securities and Exchange Commission (SEC) and clearance by
the Department of Justice under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976. The administrative law judge who presided over the FERC merger hearing
filed an initial decision with the commission on Nov. 23 that found the AEP-CSW
merger to be in the public interest. The FERC indicated it will act on the
merger no later than February or March 2000. The SEC review will follow the
FERC's action.
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.
Exhibit 10.23.1
AMENDMENT No. 1
TO
AGREEMENT AND PLAN OF MERGER
This Amendment No. 1, dated as of December 31, 1999, amends the
Agreement and Plan of Merger as of December 21, 1997 by and among American
Electric Power Company, Inc., a New York corporation ("AEP"), Augusta
Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of
AEP ("Augusta"), and Central and South West Corporation, a Delaware corporation
(the "Company"). All Orders necessary for the consummation of the Merger have
not been obtained.
The Board of Directors of the Company, the Board of Directors of
AEP, and the Board of Directors of Augusta have determined that the Termination
Date of December 31, 1999 provided in Paragraph 9.1(f) of the Merger Agreement
should be extended upon the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the foregoing and the respective
agreements set forth in this Amendment No. l, the parties hereto agree as
follows:
1. Paragraph 9.1(f) of the Merger Agreement is hereby amended so
that, as amended, it shall read in its entirety as follows.
"(f.) Termination Date By either AEP or the Company,
by written notice to the other, if the Merger shall not
have been consummated on or before June 30, 2000
(`Termination Date')."
2. The Merger shall be consummated pursuant to Article 2 of the
Merger Agreement provided that on or before the Effective Date
all closing conditions set forth in the Merger Agreement shall
be satisfied or, if permitted by the Merger Agreement, waived
in a writing given subsequent to the date of this Amendment
No. 1.
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3. This Amendment No. 1 is not and shall not be deemed to be a
waiver of any rights or a release of any obligations of any of
the parties to the Merger Agreement whether based upon events,
facts or conditions occurring or existing before or after the
date hereof.
4. Capitalized terms shall have the same meaning in this
Amendment No. 1 as in the Merger Agreement.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment No. 1 to be executed as of the date first written above by the
respective duly authorized officers thereunto duly authorized.
AMERICAN ELECTRIC POWER COMPANY, INC.
By:/s/ E.L. Draper, Jr.
Name: E.L. Draper, Jr.
Title:
AUGUSTA ACQUISITION CORPORATION
By:/s/ E.L. Draper, Jr.
Name: E.L. Draper, Jr.
Title
CENTRAL AND SOUTH WEST CORPORATION
By:/s/ E.R. Brooks
Name: E.R. Brooks
Title:
