FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CPL CAPITAL I CENTRAL POWER AND LIGHT COMPANY
(Exact name of co-registrant as (Exact name of co-registrant as
specified in trust agreement) specified in charter)
Delaware Texas
(State of incorporation (State of incorporation
or organization) or organization)
75-6504093 74-0550600
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
c/o Central Power and Light Company
539 North Carancahua Street
Corpus Christi, TX 78401-2802
(Address of principal executive offices, including zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on which
Title of each class to be so registered each class is to be registered
8.00% Cumulative Quarterly Income Preferred New York Stock Exchange
Securities, Series A
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1), please
check the following box. [ ]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act: None
The Commission is respectfully requested to send copies of all notices,
orders and communications to:
ROBERT B. WILLIAMS
JORIS M. HOGAN
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The securities to be registered hereby are 8.00% Cumulative
Quarterly Income Preferred Securities ("Preferred Securities"), of CPL Capital
I, a Delaware business trust. The Preferred Securities represent undivided
beneficial interests in the assets of CPL Capital I and are guaranteed by
Central Power and Light Company (the "Company"), a Texas corporation, to the
extent set forth in the form of the Guarantee Agreement by the Company to The
Bank of New York, as Guarantee Trustee (the "Guarantee"). The Guarantee is
incorporated by reference to Exhibit 4(i) to the Registration Statement on Form
S-3 of the Company and CPL Capital I (Registration Nos. 333-21149 and
333-21149-01) filed with the Securities and Exchange Commission (the
"Commission") on February 5, 1997. Such registration statement, as amended (the
"Registration Statement"), became effective on April 14, 1997. The particular
terms of the Preferred Securities and the Guarantee are described in the
Prospectus, dated April 14, and Prospectus Supplement, dated May 8
(collectively, the "Prospectus") filed with the Commission pursuant to Rule 424
of the Securities Act of 1933, as amended, in connection with the Registration
Statement. The Prospectus and the form of Guarantee are incorporated by
reference herein as set forth in Item 2 below.
Item 2. Exhibits.
The Preferred Securities described herein are to be registered
on the New York Stock Exchange, on which no other securities of CPL Capital I
are registered. Accordingly the following Exhibits required in accordance with
Part II to the instructions as to Exhibits to Form 8-A have been duly filed with
the New York Stock Exchange. Each Exhibit was previously filed as indicated with
the Commission and is incorporated herein by reference.
Exhibit
Number Description and Method of Filing
1(a) The Prospectus Filed pursuant to Rule 424 in
connection with the Registration
Statement of the Company and CPL
Capital I (Reg. Nos. 333-21149
and 333-21149-01).
4(a) Form of Indenture between the Filed as Exhibit 4(a) to the
Company and The Bank of Registration Statement of the
New York, as Trustee Company and CPL Capital I (Reg.
Nos. 333-21149 and 333-21149-01).
4(d) Form of Junior Subordinated Filed as Exhibit 4(d) to the
Debenture (contained in the Registration Statement of the
Form of Supplemental Company and CPL Capital I (Reg.
Indenture) Nos. 333-21149 and 333-21149-01).
4(e) Certificate of Trust of CPL Filed as Exhibit 4(e) to the
Capital I Registration Statement of the
Company and CPL Capital I (Reg.
Nos. 333-21149 and 333-21149-01).
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4(f) Trust Agreement of CPL Filed as Exhibit 4(f) to the
Capital I Registration Statement of the
Company and CPL Capital I (Reg.
Nos. 333-21149 and 333-21149-01).
4(g) Form of Amended and Filed as Exhibit 4(g) to the
Restated Trust Agreement of Registration Statement of the
CPL Capital I Company and CPL Capital I (Reg.
Nos. 333-21149 and 333-21149-01).
4(h) Form of Preferred Security Filed as Exhibit 4(h) to the
(contained in the Form of Registration Statement of the
Amended and Restated Trust Company and CPL Capital I (Reg.
Agreement) Nos. 333-21149 and 333-21149-01).
4(i) Form of Guarantee Agreement Filed as Exhibit 4(i) to the
Registration Statement of the
Company and CPL Capital I (Reg.
Nos. 333-21149 and 333-21149-01).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this
registration statement to be signed on its behalf by the undersigned, thereto
duly authorized.
Date: May 9, 1997 CPL CAPITAL I
By: /s/Wendy G. Hargus
Name: Wendy G. Hargus
Not in their individual capacity,
but solely as Trustee
